Commonwealth Numbered Acts

COMPANIES AND SECURITIES LEGISLATION (MISCELLANEOUS AMENDMENTS) ACT 1985 No. 192 of 1985 - SECT 52

52. Section 78 of the Principal Act is repealed and the following section is
substituted: Operation of memorandum and articles

"78. (1) Subject to this Act, the memorandum and articles of a company have
the effect of a contract under seal -

   (a)  between the company and each member;

   (b)  between the company and each officer; and

   (c)  between a member and each other member, under which each of the
        above-mentioned persons agrees to observe and perform the provisions
        of the memorandum and articles as in force for the time being so far
        as those provisions are applicable to that person.

"(2) Subject to section 476, any money payable by a member of a company to the
company under the memorandum or articles is a debt from him to the company and
is of the nature of a specialty debt.

"(3) A member of a company, unless either before or after the alteration is
made he agrees in writing to be bound by it, is not bound by an alteration of
the memorandum or articles made after the date on which he became a member so
far as the alteration -

   (a)  requires him to take or subscribe for more shares than the number held
        by him at the date of the alteration;

   (b)  in any way increases his liability as at the date of the alteration to
        contribute to the share capital of, or otherwise to pay money to, the
        company; or

   (c)  increases, or imposes, restrictions on the right to transfer the
        shares held by him at the date of the alteration.

"(4) Sub-section (3) does not apply in relation to an alteration of the
memorandum or articles of a public company having a share capital (other than
a no liability company) if the alteration -

   (a)  is made by virtue of a special resolution of the kind referred to in
        sub-section 70(1); and

   (b)  is necessary to impose the restrictions, limitations and prohibitions
        referred to in sub-section 34(1).

"(5) In this section, 'officer', in relation to a company, means a director,
the principal executive officer or a secretary of the company.".