ARTICLES OF ASSOCIATIONThe Articles of Association are the rules, regulations and bye-laws for the internal management of the affairs of the company.In framing the Articles of a company care must be taken that regulations framed do not go beyond the powers of the company itself as contemplated by the Memorandum of Association.

CONTENTS OF ARTICLES Share Capital. Lien on shares. Calls on shares. Transfer of shares. Transmission of shares. Forfeiture of shares. Conversion of shares into stock. Share warrants. Alteration of capital. General meetings and proceedings thereat. Voting rights of members, voting and poll, proxies.

CONTENTS OF ARTICLES (Cont.) Directors, their appointment, remuneration, qualifications, powers and proceedings of Board of Directors. Manager. Secretary. Dividends and reserves. Accounts, audit and borrowing powers. Capitalization of profits. Winding up.

COMPANIES WHICH REQUIRE ARTICLES Unlimited companies. Companies limited by guarantee. Private companies limited by shares. A public company may have its own Articles of Association. If it does not have its own Articles, it may adopt Table A given in Schedule 1 to the Act. This Table can be used in totality or in part.

ALTERATION OF ARTICLESThe right to alter the Articles is so important that the company can not in any manner, either by any express provision in the Articles or by an independent contract, deprive itself of the power to alter its Articles.A company may, by passing a special resolution, alter its Articles at any time.Any alteration so made in the Articles shall be as valid as if originally contained in the Articles.

LIMITATIONS TO ALTERATIONMust not be inconsistent with the act.Must not be in conflict with the Memorandum.Must not sanction anything illegal.Must be for the benefit of the company.Must not increase liability of the members.Alteration by special resolution only.Approval of Central Govt. when a public company is converted into a private company.Breach of Contract.Must not result in expulsion of a member.No power of the Tribunal to amend Articles.

DOCTRINE OF INDOOR MANAGEMENTThere is one limitation to the doctrine of constructive notice of the Memorandum and the Articles of Association of a company.The outsiders dealing with the company are entitled to assume that as far as the internal proceedings are concerned, everything has been regularly done.This limitation is called as Doctrine of Indoor Management.

EXECPTIONS TO THE DOCTRINE OF INDOOR MANAGEMENTKnowledge of irregularity.Negligence.Forgery.Acts outside the scope of apparent authority.