Section 7Part 3 — The Constitutions of Foundation Companies
Duties, powers and rights
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A foundation company ’ s constitution may, as well as providing for its management by directors (however call ed) or their delegates, give rights, powers and duties of any type to members, directors, officers, supervisors, founders or others concerning the foundation company.
Without limiting subsection (1), the rights, powers or duties may provide for or rela te to any or all of the following for the foundation company —
admitting, appointing or removing its members, supervisors, directors or officers;
making and altering by - laws;
the supervision of the management and operations of the foundation co mpany;
the enforcement on behalf of the foundation company of duties and liabilities under the constitution;
the calling of, and attendance at, its general meetings;
voting on its ordinary or special resolutions;
subject to sections 9 and 1 0, altering the constitution; and
winding - up the foundation company and disposing of its surplus assets.
Powers given by the constitution may be given for the benefit of the foundation company, for the benefit of the donee, or for any other purpose , and may be subject to any condition.
Except as otherwise expressly provided by the constitution —
duties under the constitution are owed to the foundation company only;
rights under the constitution are enforceable against the foundation comp any only;
the directors shall give an interested person the reports, accounts, information and explanations concerning the foundation company ’ s business and affairs, and the discharge of its directors ’ duties and the exercise of their powers, as may be required by an ordinary resolution, or by a written request from the interested person;
an interested person may bring an action in the name or on behalf of the foundation company for the enforcement of the duties or liabilities of directors in the sa me circumstances and manner as may a member of a company that is not a foundation company; and
a beneficiary of the foundation company has no powers or rights relating to the foundation company, its management or its assets and is not an interested per son.
A foundation company has a duty to carry out the objects set out in its memorandum if, and only if, the memorandum —
expressly so declares; and
designates, or provides for the designation of, persons with standing to enforce the duty by ac tion against the foundation company.