order that an amendment should take effect at an earlier date (but not earlier than the date of the actual resolution which was passed approving the amendment). Where the company is formed as a joint venture between two or more parties, or where there is a private equity investor, it is quite common for a company's constitutional arrangements to also be regulated under a shareholders' agreement. However shareholders' agreements are not publicly filed in the British Virgin Islands. Furthermore, various matters are required by law to be regulated in the memorandum of association of the company, irrespective of the provision of any shareholders' agreement. Statutory corporations do not have constitutional documents in the same sense that private companies do. In practice their constitution usually comprises the statute or charter, together with the internal by-laws of the company. In some cases the by-laws are issued by way of subsidiary legislation. Corporate governance The business and affairs of a British Virgin Islands company are managed by its board of directors. The board must consist of one or more persons, and these may be individuals or companies. Directors owe strict duties of good faith to exercise their powers for a proper purpose and in the best interests of the company. In relative terms, directors are comparatively powerful under British Virgin Islands law. In most cases directors can appoint further directors and amend the company's constitution. There are extremely few matters of corporate governance whereby the board is required to obtain the approval of the company's members. The members of the company are legally the owners of the company. Although they do not have the power to dictate to the directors how the company should be managed, they have the power to appoint and remove the board, and through this power exercise indirect control. Resolutions may be passed by the members formally or informally pursuant to the Duomatic principle. Members typically operate by a simple majority vote (there being no statutory concept of "special resolutions" in British Virgin Islands law any more), although there are special statutory provisions to protect minority shareholders against "unfair prejudice" on the part of majority shareholders, and this is largely based upon unfair prejudice in United Kingdom company law. The directors owe their duties to the company itself, and not to the individual members. Accordingly, where a director acts in breach of their duty, then the proper claimant in