under which each person agrees to observe and perform the constitution and rules so far as they apply to that person.

(2) Unless a member of a company agrees in writing to be bound, they are not bound by a modification of the constitution made after the date on which they became a member so far as the modification:

(a)

requires the member to take up additional shares; or

(b)

increases the member's liability to contribute to the share capital of, or otherwise to pay money to, the company; or

(c)

imposes or increases restrictions on the right to transfer the shares already held by the member, unless the modification is made:

(i)

in connection with the company's change from a public company to a proprietary company under Part 2B.7; or

(ii)

to insert proportional takeover approval provisions into the company's constitution.