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Dealing with insiders (altering constitution (s21 (special resolution),…

- - - - law is unclear as to how to enforce company's constitution b/w members themselves
        
        allowed in quasi partnerships
        
        proper channel is through co
      - who can sue?
        
        wrong was
        
        to member
        
        personal right :check:
        
        Mozley v Alston
        
        D failed to retire by rotation as per AoA
        
        2 more items...
        
        McDougall v Gardiner
        
        right to poll :no_entry:
        
        breach could be ratified by majority resolution :green_cross:
        
        pender v lushington - vote at GM. personal right - sue :check:
        
        to company
        
        individual SHs :red_cross:
        
        Foss v Harbottle
- - - - no relation b/w member as solicitor and the co
- - - - s21 - alterable by special resolution if 75 percent vote in favor of alteration
      - binds parties not privy to it e.g future SHs
- - - - regulate rights and obligations belonging to those SHs
      - agreement on how they will exercise their voting rights
    - - if subject matter of agreement effects the statutory obligation of co
        
        may not be enforceable
        
        Punt v Synmons - s21 right to alter articles cannot be :no_entry:
        
        restrict not the obligation but the requirements under it :check:
        
        Russell v N. bank Dev corpn - co agreed not to increase share capital without agreement of all parties to SH agreement.
        
        contrary to statu prov :forbidden:
        
        however, SH agreement enforceable against members. not able to vote means co indirectly bound