A separate contract between members in a private company to govern how they will exercise their rights in the company. Which is enforceable between the members who are parties to such an agreement. Such agreement is a supplement the company’s articles, but not form part of the company’s constitution.
Such an agreement will not be enforceable against the company, as the company cannot take away from itself the power to change its memorandum and articles: Russell v Northern Bank Development Corp Ltd [1992]