circular resolution

Can anyone guide me on below given query??

Section 289 of the Companies Act, 1956 reads as follows:

289. PASSING OF RESOLUTIONS BY CIRCULATION.

No resolution shall be deemed to have been duly passed by the Board or by a committee thereof by circulation, unless the resolution has been circulated in draft, together with the necessary papers, if any, to all the directors, or to all the members of the committee, then in India (not being less in number than the quorum fixed for a meeting of the Board or committee, as the case may be), and to all other directors or members at their usual address in India, and has been approved by such of the directors as are then in India, or by a majority of such of them, as are entitled to vote on the resolution.

Suppose there r 3 directors among them 2 are in US and one is in India. So as per above provision atleast 2 directors should be in India......for getting circular resoution passed.. So i think it is not possible to pass circular resouiton for this particular case..

SO this is what Act says:

But if suppose the Articles of the Company has following cluase for passing the Circular resolution:

185.  No Resolution by circular shall be deemed to have been duly passed by the Board or by a Committee thereof by circulation unless such Resolution has been circulated in draft, together with the necessary papers, if any, to all the Directors, or to all the members of the Committee at the respective addresses registered with the Company and has been approved by the majority of the Directors or Members of the Committee or by a majority of such of them as are entitled to vote on the Resolution.

 then in that case can we passed the Circular resoution for the above mentioned situation??? if this would be the clause then what i suppose is that we can pass the circular resolution even though directors are in foreign.

Please kindly suggest for the given query.

Thanks & Regards