Article 15 of the Articles of Association required a selling member to notify the Board in writing, enabled the Board to act as agent for sale to existing members, and required pricing at an agreed or auditor-certified fair value. Transfers by individual shareholders and a Trust to outsiders without following that procedure disregarded existing shareholders' pre-emptive rights and were treated as void. The same restrictions applied to both categories of shareholders, and acquiescence could not waive the mandatory process. The transfers were set aside, the company was required to rectify its registers and make consequential declarations, and any fresh sale had to comply with Article 15.
Article 15 of the Articles of Association required a selling member to notify the Board in writing, enabled the Board to act as agent for sale to existing members, and required pricing at an agreed or auditor-certified fair value. Transfers by individual shareholders and a Trust to outsiders without following that procedure disregarded existing shareholders' pre-emptive rights and were treated as void. The same restrictions applied to both categories of shareholders, and acquiescence could not waive the mandatory process. The transfers were set aside, the company was required to rectify its registers and make consequential declarations, and any fresh sale had to comply with Article 15.
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