Case concerned family company; according to articles of company, chairman had a casting vote at directors’ and shareholders’ meetings. C claimed that in 1967, unanimous agreement between shareholders was made to effect that chairman should no longer have a casting vote. Held:
· Unanimous informal agreement was valid to alter company’s articles.
Ø Thus had same effect as special resolution.
· Therefore chairman no longer had casting vote.
· Is true that it is normally case that special resolution required to alter articles
Ø However no reason why informal consent should not achieve same thing where it is unanimous amongst shareholders
· NB as alteration was never sent to Companies House, third parties still entitled to rely on old articles.
