5.2 Articles of Association

The document: the internal constitution — the governance machinery's rules: the shareholders' meetings (the notices, the quorums, the resolutions — Unit 7.2's machinery), the directors (the appointment, the retirement-rotation, the powers, the remuneration's internal rules), the shares (the classes, the certificates, the transfer's internal procedure, the liens), the dividends' and the accounts' internal discipline, the seal-and-officers' provisions. The nature: the articles as the CONTRACT between the company and its members (the members' mutual rights-and-duties — the enforceable internal bargain); the alteration's power (the special resolution — the majority's amendment right, bounded by the memorandum and the Act); the articles' subordination (the memorandum's supremacy; the Act's override).