Which document contains the internal rules for running the organisation and defines the rights and duties of directors?

Which document contains the internal rules for running the organisation and defines the rights and duties of directors?

• A. The Articles of Association
• B. The Memorandum of Association
• C. By-laws
• D. The Shareholders Agreement

Answer: (A)

Internal rules for running the organisation and the rights and duties of directors are set out in the Articles of Association. This document acts as the company’s rulebook for governance, detailing how the board operates, the powers and duties of directors, how they are appointed and removed, the procedures for meetings, voting rules, quorum, and other aspects of day-to-day control. The Memorandum of Association covers the company's fundamental purpose and the scope of its powers at the time of formation, not how it is run on a daily basis. By-laws describe internal rules in some contexts, but the formal governance framework and director responsibilities are primarily defined by the Articles. The Shareholders Agreement governs the relationship among shareholders and protections between them, not the internal governance of the company or the duties of its directors.

Internal rules for running the organisation and the rights and duties of directors are set out in the Articles of Association. This document acts as the company’s rulebook for governance, detailing how the board operates, the powers and duties of directors, how they are appointed and removed, the procedures for meetings, voting rules, quorum, and other aspects of day-to-day control. The Memorandum of Association covers the company's fundamental purpose and the scope of its powers at the time of formation, not how it is run on a daily basis. By-laws describe internal rules in some contexts, but the formal governance framework and director responsibilities are primarily defined by the Articles. The Shareholders Agreement governs the relationship among shareholders and protections between them, not the internal governance of the company or the duties of its directors.