In what circumstances can a shareholder in a company with a memorandum of intent and a shareholder's vote of no confidence in the company's general law?

In Welton v. Saffery Lord Davey said at page 329: It is familiar law that no article can be valid or binding upon the shareholders which is in conflict with the memorandum or with the general law. Nor does it admit of doubt that shareholders equally with creditors have the right to invoke the conditions contained in the memorandum and resist any infraction of them; In the result I agree with Bowen J. that the 1963 and 1969 resolutions are ultra vires of the company. The 1970 resolution creates no obligation of payment on shareholders, since it does not purport to amend the Articles and hence can draw no support from s. 29. In this view it is not necessary to consider the alleged defects in the proceedings leading to the passage of the two resolutions, nor the consequences thereof.