
Originally Posted by
Andromeda
The next sections are very relevant too:
Unfairly prejudicial conduct
49.(1) Any member of a corporation who alleges that any particular act or omission of the
corporation or of one or more other members is unfairly prejudicial, unjust or inequitable
to him, or to some members including him, or that the affairs of the corporation are being
conducted in a manner unfairly prejudicial, unjust or inequitable to him, or to some
members including him, may make an application to a Court for an order under this
section.
(2) If on any such application it appears to the Court that the particular act or omission is
unfairly prejudicial, unjust or inequitable as contemplated in subsection (1), or that the
corporation's affairs are being conducted as so contemplated, and if the Court considers
it just and equitable, the Court may with a view to settling the dispute make such order as
it thinks fit, whether for regulating the future conduct of the affairs of the corporation or for
the purchase of the interest of any member of the corporation by other members thereof
or by the corporation.
(3) When an order under this section makes any alteration or addition to the relevant
founding statement or association agreement, or replaces any association agreement,
the alteration or addition or replacement shall have effect as if it were duly made by
agreement of the members concerned.
(4) A copy of an order made under this section which-
(a) alters or adds to a founding statement shall within 28 days of the making thereof be
lodged by the corporation with the Registrar for registration; or
(b) alters or adds to or replaces any association agreement, shall be kept by the
corporation at its registered office where any member of the corporation may
inspect it.
(5) Any corporation which fails to comply with any provision of subsection (4) shall be guilty
of an offence.
Proceedings against fellow-members on behalf of corporation
50.(1) Where a member or a former member of a corporation is liable to the corporation-
(a) to make an initial contribution or any additional contribution contemplated in
subsections (1) and (2) (a), respectively, of section 24; or
(b) on account of-
(i) the breach of a duty arising from his fiduciary relationship to the corporation
in terms of section 42; or
(ii) negligence in terms of section 43,
any other member of the corporation may institute proceedings in respect of any such
liability on behalf of the corporation against such member or former member after
notifying all other members of the corporation of his intention to do so.
(2) After the institution of such proceedings by a member the leave of the Court concerned
shall be required for a withdrawal of the proceedings or for any settlement of the claim,
and the Court may in connection with such withdrawal or settlement make such orders as
it may deem fit.
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(3) If a Court in any particular case finds that the proceedings, if unsuccessful, have been
instituted without prima facie grounds, it may order the member who has instituted them
on behalf of the corporation, himself to pay the costs of the corporation and of the
defendant in question in such manner as the Court may determine.
The reason for so much tape is because a members rights are derived from his ownership and when you curtail those then you limit his ownership, compared to say yours.
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