39. Effect of constitution

Subject to this Act, the constitution of a company, when registered, binds the company and the members thereof to the same extent as if it respectively had been signed and sealed by each member and contained covenants on the part of each member to observe all the provisions of the constitution.

All money payable by any member to the company under the constitution is a debt due from the member to the company.

Despite anything in the constitution of a company, no member of the company, unless either before or after the alteration is made the member agrees in writing to be bound thereby, is bound by an alteration made in the constitution after the date on which the member became a member so far as the alteration requires the member to take or subscribe for more shares than the number held by the member at the date on which the alteration is made or in any way increases the member’s liability as at that date to contribute to the share capital of or otherwise to pay money to the company.