22 Amendment of memorandum or articles

(1) Subject to this section and section 23, the memorandum or articles of a
company may be amended by —


(a) an ordinary resolution; or

(b) a resolution of directors.

(2) The memorandum or articles of a company may not be amended —

(a) by a resolution of directors alone, if this Act requires that the
proposed amendment be approved by resolution of members; or

(b) by a resolution of directors or members alone, if this Act requires
that the proposed amendment also be approved by the Court.

(3) Subject to subsection (4), the memorandum of a company may include one
or more of the following provisions —

(a) that specified provisions of the memorandum or articles may not
be amended;

(b) that the memorandum or articles, or specified provisions of the
memorandum or articles, may be amended only if certain
specified conditions are met;

(c) that all or any provisions of the memorandum or articles may
only be amended by a resolution of members;

(d) that a resolution passed by a specified majority of members
representing in excess fifty per cent of the votes of those
members entitled to vote, is required to amend the memorandum
or articles or specified provisions of the memorandum or articles.


(4) Subsections (3)(a) and (b) do not apply to any provision in the
memorandum of a company that restricts the objects of that company.

(5) Notwithstanding any provision in a company‘s memorandum or articles to
the contrary, the directors of the company shall not have the power to
amend the memorandum or articles —

(a) to restrict the rights or powers of the members to amend the
memorandum or articles;

(b) to change the percentage of members required to pass a resolution
to amend the memorandum or articles; or

(c) in circumstances where the memorandum or articles cannot be
amended by the members,

and any resolution of the directors of a company is void and of no effect to
the extent that it contravenes this subsection.