Summarize this position in Malaysia under the companies act 1965.

The basis on which decision making is divided depends on the law and the companys articles of association (AOA). The effect of the legal rules governing division of powers: a decision properly made by the appropriate body (ie members or directors as the case may be) is a decision of the company. Hence, the collective decision of the board or the collective resolution at a general meeting are treated as a matter of law as decisions of the company. They are acting as what is referred to as organs of the company. The directors are vested with powers to decide on management issues. In general, directors have power in respect of decisions relating to management of company. Under Table A, the scope of the directors power of management is set out in Article 73. The effect of Article 73 is that the board of directors has power to decide all matters other than those expressly reserved to the members. A company may also choose to adopt provision in AOA that confers more limited powers on the directors than that conferred by Article 73. For example, the AOA may require the consent of members before the companys proceed to involve in transactions for more than certain value. However, company law recognises certain extensions of the general meetings decision making powers in exceptional circumstances, relating to the decision to instigate litigation, the question of ratification of breach of directors duties and also in situation where the board of directors are unable to act. As for members, the Companies Act 1965 reserves certain decision power to the members in general meeting to adopt, modify or repeal the memorandum and/or articles of associations, to veto certain reductions of capital as well as to remove directors from office, veto certain related parties transactions and remove /appoint auditor (public companies). In addition, the AOA may further confer voting rights on members. As for the members residual power, the law recognizes their powers in the following circumstances, namely: Where the board of directors is unable to act (Mohd Sulaiman, 2008) To commence and prosecute legal proceedings, where the alleged wrongdoers control the company (Mohd Sulaiman, 2008); and To ratify directors acts (in the case of honest breach of duties) (Mohd Sulaiman, 2008). Members cannot override its boards decision. As duly discussed in the case of Automatic SelfCleansing Filter Syndicate Co Ltd v Cuninghame [1906] 2 Ch 34, where the court found in favour of the directors on the issue whether decision to sell the companys assets and undertaking was regarded as a management decision. Based on the AOA, it was within the power of the board of directors to decide. Therefore, the members could not use the resolution to replace the decisions duly made by the board of directors within its powers. One local case has recently been decided which uphold the separation of ownership and control model in this country. In Tengku Dato Ibrahim Petra bin Tengku Indra Petra v Petra Perdana Bhd [2018] 2 MLJ 177, one of the main issues was the division of powers between the shareholders in a general meeting and the board of directors. The question posed to the Federal Court was whether the powers of management conferred on the board of directors by the Companies Act 1965 and the articles of association of the company could be overridden by way of an ordinary resolution passed by a simple majority of members at a general meeting. The Federal Court answered the question in the negative, holding that shareholders may only override the powers of the directors by altering the articles to take away the powers of the directors, or, by refusing to re-elect the directors of whose actions they disapprove. Statutory force to this legal position can be found in section 131B of the Companies Act 1965 which provides that the business and affairs of a company must be managed by, or under the direction of, the board of directors, subject to any modification, exception or limitation contained in the Act or in the memorandum or articles of association of the company. Furthermore, the articles of association of the company had expressly set out that the business affairs of the Company shall be managed by the directors with the exception, inter alia, that the directors exercise of powers were subject to these regulations and the Companies Act 1965. The Federal Court (in upholding the High Court Decision) held that the reference to regulations means regulations as envisaged under the Companies Act 1965 and not resolutions passed by members at a general meeting, and as such, the directors were not bound to comply with the members resolution. Further, the directors were not deprived of their power to deal with the companys shares in accordance with the Companies Act 1965 and the articles of association. Based on the above decision, if members dissatisfy with a decision made by the board of directors on the management issue or in any matters within the boards powers, members may take steps to remove the said directors from his office and replace with new one. To do this, members need to do requisition for general meeting in order to consider such resolution pursuant to sections 144 and 145 of the Companies Act 1965. In addition, Lee Shih (2018) also mentioned that the above decision, although was decided in light of the Companies Act 1965, relatively provides guidance that enlightens the division of powers between the directors and members in a company.