5/02

Must follow constitution

Only can sue in their capacity as a member

75% Amend the constitution,

Fairness- amending the constitution (minority shareholders)

Expropriate- take shares away- adam vs

Proper purpose test and must be fair

-process must be fair (full disclosure) (independent valuation of shares)

And the price must be fair

Problem question

S124- artificial person- long as its legal a person can do it

Can enter into contracts which conflict with constitution. Directors would be in breach of the duties. Breached statutory contract, company can get remedies- injunction, damages

S198a is a replaceable rule-