Article 324 — Powers of the Board of Directors

1/ The board shall have such powers as are given to it by law, the memorandum of association and resolutions passed at general meetings of shareholders. [ 2/ The memorandum of association shall specify whether the directors are jointly responsible as managers and agents of the company or whether one only of the directors is responsible for this purpose. 3/ Directors authorized to act as agents for the company may exercise in its name their powers as agents. Any restriction on their powers shall not affect third parties acting in good faith.