the fundamental terms of the partnership agreement embodied in the Memorandum of Association shall not be departed from or varied from in one iota, not even with the assent of every individual shareholder in the company concerned. A company is a partnership consisting of many members, often widely scattered, and most of whom have no knowledge whatever of the business in which they have invested their funds, managed by directors necessarily entrusted with very large powers and with very wide discretion. The objects for which such partnership is formed are set out in its Memorandum of Association. That document, in the words of Lord Cairns, "states affirmatively the ambit and extent of vitality and power which by law are given to the corporation and, negatively, that nothing shall be done beyond that ambit and that no attempt shall be made to use the corporate life for any purpose other than that which is there specified.
The Articles of Association, on the other hand, prescribe the means by which the objects specified in the Memorandum are to be carried into effect, and they can be altered and amended if the proper steps are taken as provided by the Companies' Acts, but the Memorandum of Association can never, in its essentials, be varied or altered even with the assent and good will of every member of the Company. Reconstruction alone, either by a voluntary winding up, a winding up under the Courts or, by act of Parliament, can attain the desired end, but always a winding up and reconstruction, never an alteration.
Over and over again this fundamental principle of the law governing limited liability companies has been
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principle that
the fundamental terms of the partnership agreement embodied in the Memorandum of Association shall not be departed from or varied from in one iota, not even with the ass ent of every individual shareholder in the com- pany concerned. A company is a partnership consisting of many members, often widely scattered, and most of whom have no knowleage whatever of the business in which they have invested their funds, managed by directors necessarily entrusted with very large powers and with very wide aiscretion. The objects for which such partnership is form- ed are set out in its Memorandum of Association. That document, in the words of Lord Cairns, "states affirmatively "the ambit and extent of vitality and power which by law are "given to the corporation and, negatively, that nothing "shall be cone beyond that ambit and that no attempt shall "be made to use the corporate life for any purpose than that "which is there specifiea*.
1
The Articles of Association, on the other hand, prescribe the means by which the objects specified in the Memorandum are to be carried into effect, and they can be altered and amenu ex if the proper steps are taken as provided by the Companies' Acts, but the Memorandum of Association can never, in its essentials, be varied or altered even with the ass ent anu good will of every member of the Company. Reconstruction alone, either by a voluntary winding up, a winging up unu er the Courts or, by act of Parliament, can attain the desired end, but always a winding
up and reconstruction, never an alteration.
Over and over again this fundamental princi-
ple of the law governing limited liability companies has
been
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