Exactly so. On 06/10/15 08:04, Rinalia Abdul Rahim wrote:
Very well explained, Greg. +1.
Rinalia
only has duties to the corporate body itself. While in a sense the duty of obedience is a duty to the corporation, it is really a duty to the underlying /raison d'etre/ of the corporation, and not to the current corporate body as it stands.
Agree. But I suggest that there's a subtlety here. Who is the object? That is to say, to whom, in an actual and legla sense, is the duty owed. It seems that, as in all other fiduciary duties, the duty is owed, by the Director to the Corporation. Whilst not impossible, I would think it almost unthinkable for someone who is not a Member of a Corporation to show locus standi to enforce the duty of obedience (to the raison d'etre of the Corporation), for example, in Court. Particularly so as respect of this particular duty, the matters are subject to a wide margin of appreciation and different Directors could, in the legitimate exercise of their discretion, take wildly different views on the application of Article 3 to a particular issue. As indeed they are showing us at the moment.