5/11/2011 Member enforcing against company .Wood v Odessa Waterworks Co(1889)42 Ch D 636 (Chancery Division) Articles provided for cash dividends to be paid to shareholders,with the sanction of a general meeting of members. Co resolved in general meeting (i.e.,passing the ordinary resolution)to issue debenture-bonds instead of paying dividends. Wood sought an injunction. Held:general meeting resolution inconsistent with articles and injunction granted. 17 Company enforcing against member Hickman v Kent or Romney Marsh SheepBreeders'Association [1915]1 Ch 881(Chancery Division) Defendant is a non-profit-making co Art.49 of the Articles provided for arbitration of disputes between association and its members Hickman went to court re:irregularities in the affairs of the association Association was granted a stay of proceedings on the ground that s 33 of the Companies Act made Art.49 an agreement to arbitrate enforceable. 18 95/11/2011 9 17 Member enforcing against company • Wood v Odessa Waterworks Co (1889) 42 Ch D 636 (Chancery Division)  Articles provided for cash dividends to be paid to shareholders, with the sanction of a general meeting of members.  Co resolved in general meeting (i.e., passing the ordinary resolution) to issue debenture-bonds instead of paying dividends.  Wood sought an injunction.  Held: general meeting resolution inconsistent with articles and injunction granted. 18 Company enforcing against member • Hickman v Kent or Romney Marsh SheepBreeders’ Association [1915] 1 Ch 881 (Chancery Division)  Defendant is a non-profit-making co  Art. 49 of the Articles provided for arbitration of disputes between association and its members  Hickman went to court re: irregularities in the affairs of the association  Association was granted a stay of proceedings on the ground that s 33 of the Companies Act made Art. 49 an agreement to arbitrate enforceable