Members are bound to the company to observe

The Members arc Bound to thc Company. Members are bound to the company to observe and follow the provisions of the memorandum and articles,
just as if every one of them had contracted to confound to them. If the members do not follow the provisions of these documents, the company may apply
to the court and may take remedial action. In Hickman V... Kent, the Articles of a company provided for the reference of disputes between the members
and the company to arbitration. H, a member, brought an action against the company. The company applied to the court for stay of proceeding as H was,
by agreement, bound to go to arbitration. Held, the court granted a stay of action on the pica of the company. Each member is not only bound by the
covenants of the Memorandum and Articles as originally framed but altered from time to time in accordance with the provisions of the Companies Act.
Binding Members inter .'I.e. As between the mel11brs themselves, they are bound by the provisions of the Articles. The Memorandum and Articles of
Associ1tion do not constitute express agreement among the members of the company, but each member is bound by these documents on the basis of
the implied contract. The Articles regulate their right inter .'Ie. But such rights can be enforced only through the company. Lord RCI'shcll in Welton v:...
Suffery. said: "The Article.,- constitute a contract between each member and the company. and there is no contract in terms between the individual
members of the company; but the articles do not. any the less. in lIV opinion. regulate their right inter .'Ie. Such right can only be enforced by or against a
member through the company or through the liquidator representing the company:' A member may, however, sue in his own name to restrain another,
or others from doing fraudulent Of ultra vires acts Rayfield J,-:... Hands and others]. In this case, the Articles required a shareholder to inform the directors
of his intention to transfer shares and’ the directors were to take those shares equally between themselves at a fair value. The \1laintiff
notified the directors who refused to take the plaintiff could force the. directors, his fellow members, to purchase the shares in view of the provisions of the

Articles.