Russell v Northern Bank [1992]

House
of Lords re-affirmed principle that provision in company’s articles restricting
its statutory power to alter those articles is invalid.
Present
case concerned contract, independent of articles, not to alter articles.
House
of Lords held agreement to be ‘as obnoxious as if it had been contained in the
articles’.
But
House of Lords merely severed company from agreement in question, meaning agreement
now between shareholders only.
And
agreement among shareholders as to how they will exercise voting rights
attached to their shares is not caught by invalidity principle.
[Although
such agreement will of course be less effective than one which binds company as
well]