In terms of section 15(6) a company’s MOI and any Rules of the company are binding:
- between the company and each shareholder;
- between or among the shareholders of the company; and
- between the company and each director or prescribed officer of the company or any other person serving the company as a member of a board committee,
BUT only in the exercise of their respective functions within the company.
It is significant that the phrase “in the exercise of their respective functions within the company” is only applicable to the relationships set out in section 15(6), namely those between the company and directors, prescribed officers, shareholders and board committee members. The effect of section 15(6) is unclear in relation to third parties contracting with the company.