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I’m slightly confused regarding this topic. In the Corporations & Legal Personality chapter, I read that any changes Members/Shareholders make to the company articles must be bona fide in the interests of the company as a whole. However in the chapter of “Directors”, it is stated that members vote in their PERSONAL interest (when passing resolutions) and are not required to vote in the interest of the company.
For reference, I’m using the Kaplan text.
Am I misreading something here?
How do you ensure that members are voting in the way that is best for the company? And who decides what is best for the company?
If there is only one way that is best for the company, why bother having resolutions – they would all be passed with 100% majorities!
The point that is being made is that any alteration to the constitution must be for the benefit of the company as a whole and is not, therefore, to be made so that individual shareholders are targeted and oppressed
These alterations to the constitution are proposed by the directors and should be made “bona fide” in the interests of the company
Is that better for you?
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