§
134 Clause 95, line 12, leave out from 'directors' to end of line 14 and insert 'but no such proceedings shall lie in respect of an act to be done in fulfilment of a legal obligation arising from a previous act of the company.
(3A) Nor does that subsection affect any liability incurred by the directors, or any other person, by reason of the directors' exceeding their powers.'.
§ 135 Page 94, leave out lines 15 to 24.
§
136 Page 94, line 24, at end insert—
'(4) The operation of this section is restricted by section 30B(1) of the Charities Act 1960 and section 99(3) of the Companies Act 1989 in relation to companies which are charities; and section 322A below (invalidity of certain transactions to which directors or their associates are parties) has effect notwithstanding this section.'.
§ 137 Page 94, line 26, leave out from 'is' to 'or' in line 27 and insert 'permitted by the company's memorandum'.
§
138 Page 94, line 29, at end insert—
'(1A) In Schedule 21 to the Companies Act 1985 (effect of registration of companies not formed under that Act), after sub-paragraph 6 (general application of provisions of Act), after sub-paragraph (5) insert—
(6) Where by virtue of sub-paragraph (4) or (5) a company does not have power to alter a provision, it does not have power to ratify acts of the directors in contravention of the provision.".'.
§ Lord StrathclydeMy Lords, I beg to move that the House do agree with the Commons in their Amendments Nos. 134 to 138.
§ Moved, That the House do agree with the Commons in the said amendments.—(Lord Strathclyde.)
§ On Question, Motion agreed to.