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Page 21

CHAPTER 3
ARTICLES OF ASSOCIATION

as valid and can be altered in the same way as if originally in the articles (s. 10). All the articles can be altered by special resolution, and a provision depriving the company of its power to alter its articles is void. (1)
As the articles only regulate the company's internal affairs they can be freely altered without any of those restrictions which apply in the case of an alteration of the memorandum. There are, however, some restrictions on alteration of articles.
1. The alteration must be subject to the conditions contained in the memorandum (s. 10). In case of conflict between the memorandum and the articles, the memorandum prevails, (2) but, apart from matters which are bound by statute to be in the memorandum, reference may be made to the articles to explain any ambiguity in the memorandum or to supplement it on a matter on which it is silent.
2. The alteration cannot compel a member to take or subscribe for more shares or in any way increase his liability to contribute to the share capital of or pay money to the company (s. 22).
3. The alteration must be made bona fide for the 'benefit of the company as a whole.
The power of alteration must " be exercised subject to those general principles of law and equity, which are applicable to all powers conferred on majo) 'ties and enabling them to bind minorities. It must be exercised, not only in the manner required by law, but also bona fide for the benefit of the company as a whole, and it must not be exceeded." (3)
An alteration will not be restrained merely because it inflicts hardship upon an individual shareholder, if it is otherwise made in good faith for the benefit of the company.
Sidebottom v. Pershaw, Leese & Co., Ltd., [1920] 1 Ch. 154. A company in which the director held a majority of the shares, altered its articles so as to give power to the directors to require any shareholder who competed with the company's business to transfer his shares, at their full value, to nominees of the directors. S. had a minority of the shares, and was in competition with the company. Held, (1) as a power to expel a shareholder was valid in the case of original articles, it could validly be introduced as an alteration of thee articles; (2) the alteration was made bona fide for the benefit of the company as a whole, and was valid.
Whether or not an alteration is for the benefit of the company is a matter for the company and not for the Court, in the absence of bad

1 Malleson v. National hasce. Corpn., [1894] 1 Ch. 200.
2 Southern Brazilian Rio Grande do Sul Ry., [1905] 2 Ch. 78.
3 Per Lindley, M.R., in Allenn v. Gold Reefs of West Africa, Ltd., [1900] 1 Ch. 656, 671.

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where is HTML where is HEAD where is TITLE as valid and can be altered in what is same way as if originally in what is articles (s. 10). All what is articles can be altered by special resolution, and a provision depriving what is company of its power to alter its articles is void. (1) As what is articles only regulate what is company's internal affairs they can be freely altered without any of those restrictions which apply in what is case of an alteration of what is memorandum. There are, however, some restrictions on alteration of articles. 1. what is alteration must be subject to what is conditions contained in what is memorandum (s. 10). In case of conflict between what is memorandum and what is articles, what is memorandum prevails, (2) but, apart from matters which are bound by statute to be in what is memorandum, reference may be made to what is articles to explain any ambiguity in what is memorandum or to supplement it on a matter on which it is silent. 2. what is alteration cannot compel a member to take or subscribe for more shares or in any way increase his liability to contribute to what is share capital of or pay money to what is company (s. 22). 3. what is alteration must be made bona fide for what is 'benefit of what is company as a whole. what is power of alteration must " be exercised subject to those general principles of law and equity, which are applicable to all powers conferred on majo) 'ties and enabling them to bind minorities. It must be exercised, not only in what is manner required by law, but also bona fide for what is benefit of what is company as a whole, and it must not be exceeded." (3) An alteration will not be restrained merely because it inflicts hardship upon an individual shareholder, if it is otherwise made in good faith for what is benefit of what is company. Sidebottom v. Pershaw, Leese & Co., Ltd., [1920] 1 Ch. 154. A company in which what is director held a majority of what is shares, altered its articles so as to give power to what is directors to require any shareholder who competed with what is company's business to transfer his shares, at their full value, to nominees of what is directors. S. had a minority of what is shares, and was in competition with what is company. Held, (1) as a power to expel a shareholder was valid in what is case of original articles, it could validly be introduced as an alteration of thee articles; (2) what is alteration was made bona fide for what is benefit of what is company as a whole, and was valid. Whether or not an alteration is for what is benefit of what is company is a matter for what is company and not for what is Court, in what is absence of bad 1 Malleson v. National hasce. Corpn., [1894] 1 Ch. 200. 2 Southern Brazilian Rio Grande do Sul Ry., [1905] 2 Ch. 78. 3 Per Lindley, M.R., in Allenn v. Gold Reefs of West Africa, Ltd., [1900] 1 Ch. 656, 671. where is meta name="keywords" content="old books, Free book , free book offer , free audio books , free coloring book pages , free book reports , free audio book , audio books free download , book free , free guest book , books free , free book summaries , download free audio books , free childrens books." where is where are they now rel="stylesheet" type="text/css" href="../../style.css" where is meta http-equiv="Content-Type" content="text/html; charset=iso-8859-1" where is BODY bgColor=#ffffff text="#000000" where are they now ="#000000" v where are they now ="#FF0000" where is div align="center" where is strong where is strong where is a href="http://www.aaoldbooks.com" Books > where is a href="../default.asp" title="Book" Old Books > where is strong where is a href="default.asp" Poetry Northwest (1959) where is table width="700" border="1" align="center" cellpadding="15" cellspacing="0" where is center where is tr where is td width="160" align="center" valign="top" where is div align="center" where is td align="center" valign="top" where is div align="left" where is div align="center" where is p align="left" Page 21 where is strong CHAPTER 3 ARTICLES OF ASSOCIATION where is p align="justify" as valid and can be altered in what is same way as if originally in what is articles (s. 10). All what is articles can be altered by special resolution, and a provision depriving what is company of its power to alter its articles is void. (1) As what is articles only regulate what is company's internal affairs they can be freely altered without any of those restrictions which apply in what is case of an alteration of what is memorandum. There are, however, some restrictions on alteration of articles. 1. what is alteration must be subject to what is conditions contained in what is memorandum (s. 10). In case of conflict between what is memorandum and what is articles, what is memorandum prevails, (2) but, apart from matters which are bound by statute to be in what is memorandum, reference may be made to what is articles to explain any ambiguity in what is memorandum or to supplement it on a matter on which it is silent. 2. what is alteration cannot compel a member to take or subscribe for more shares or in any way increase his liability to contribute to what is share capital of or pay money to what is company (s. 22). 3. what is alteration must be made bona fide for what is 'benefit of what is company as a whole. what is power of alteration must " be exercised subject to those general principles of law and equity, which are applicable to all powers conferred on majo) 'ties and enabling them to bind minorities. It must be exercised, not only in what is manner required by law, but also bona fide for what is benefit of what is company as a whole, and it must not be exceeded." (3) An alteration will not be restrained merely because it inflicts hardship upon an individual shareholder, if it is otherwise made in good faith for what is benefit of what is company. Sidebottom v. Pershaw, Leese & Co., Ltd., [1920] 1 Ch. 154. A company in which what is director held a majority of what is shares, altered its articles so as to give power to what is directors to require any shareholder who competed with what is company's business to transfer his shares, at their full value, to nominees of what is directors. S. had a minority of what is shares, and was in competition with what is company. Held, (1) as a power to expel a shareholder was valid in what is case of original articles, it could validly be introduced as an alteration of thee articles; (2) what is alteration was made bona fide for what is benefit of what is company as a whole, and was valid. Whether or not an alteration is for what is benefit of what is company is a matter for what is company and not for what is Court, in what is absence of bad 1 Malleson v. National hasce. Corpn., [1894] 1 Ch. 200. 2 Southern Brazilian Rio Grande do Sul Ry., [1905] 2 Ch. 78. 3 Per Lindley, M.R., in Allenn v. Gold Reefs of West Africa, Ltd., [1900] 1 Ch. 656, 671. where is Server.Execute("_SiteMap.asp") %

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