Shareholders and directors have two completely different roles in a company. The shareholders (also called members) own the company by owning its shares and the directors manage it. Unless the articles say so (and most do not) a director does not need to be a shareholder and a shareholder has no right to be a director. The separation in law between directors and shareholders can cause confusion in private companies.The problem with this is that company law requires some decisions to be made by the directors in board meetings and others to be made by the shareholders by written resolutions or by resolutions passed at general meetings. To complicate matters further, some decisions have to be made by the directors, but only with the shareholders' consent. Whether a particular decision has to be made by the board meeting or the general meeting, or both, depends on the provisions of the Companies Act and/or the company's articles of association.
Serious potential liabilities can arise if the directors do not obtain the approval of the general meeting when this is required. The relationship between directors and shareholders is a complex one. The directors are subject to the general fiduciary duty to act in the company's best interests. While the directors are in control of the day to day running of the company, with access to information about its business and effective control over the calling and conduct of meetings, the shareholders have an ultimate source of power: any director can be removed from office by ordinary resolution. If the directors are actually or potentially in breach of their fiduciary duties, a resolution in general meeting, properly passed, may be used to authorise a transaction or give the company's consent to a profit or interest of the director.Subject to the articles, the directors are responsible for the management of the company's business, for which purpose they may exercise all the powers of the company.
The shareholders may, by special resolution, direct the directors to take, or refrain from taking, specified action.
No such special resolution invalidates anything which the directors have done before the passing of the resolution.
The directors are in control of the day to day running of the company, but must obtain approval from the shareholders for some of the more important decisions. Most companies do not have special articles and most have not passed special resolutions to restrict the directors' powers, so the reality is that in most companies the directors can make any decision unless the Act says it needs a resolution in general meeting.
The above are the general and legal position to your query.
You may have to go through the articles of association of the company from which you will get more clues to process the issues legally and the grievances may be redressed accordingly.