SECTION 498

The managing director shall be responsible for overseeing the general administration and management of the company. He shall represent the company in its dealings with third parties. He shall call and chair the general meetings of the shareholders. He shall be vested with the broadest powers to act in all circumstances on behalf of the company and shall exercise those powers within the limits of the company purpose and subject to those expressly conferred to meetings of shareholders by this Uniform Act and, where applicable, by the Articles of Association. He shall commit the company in matters which fall outside of the corporate purpose under the terms and limits laid down in Article 122 above in its dealings with third parties. The provisions of the Articles of Association or the resolutions of the general meeting of shareholders limiting the powers of the managing director shall not be enforceable against bona fide third parties.