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... (1906) UK.) However, there are some exceptional situations: 1. If the directors act beyond the powers given to them by the company's articles, the members may challenge the validity of their decisions (Tang Kam Yip v Yau Kung School (1986)). 2. The directors are unwilling or unable to act or exercise the powers vested in it, the members may do so. (Marshall's Valve Gear Co Ltd v Manning Wardle and Co Ltd (1909) UK) 3. The directors may seek the approval of the general meeting if it has acted or propose to act beyond its powers but within those of the company. The members may authorize the act by passing an ordinary resolution (Grant v UK Switchback Railway Co (1888) UK). 4. The board of directors may seek the approval of the general meeting if a director has acted in breach of his duty of care or his fiduciary duties. The general ...