43Capacity of a society and relationship with its rulesE+W+S
(1)The validity of an act done by a registered society may not be called into question on the ground of lack of capacity by reason of anything in the society's registered rules.
(2)A member of a registered society may bring proceedings to restrain the doing of an act which would, but for subsection (1), be beyond the society's capacity.
(3)But proceedings may not be brought in respect of an act to be done in fulfilment of a legal obligation arising from a previous act of the society.
(4)It remains the duty of the members of a registered society's committee to observe any limitations on their powers flowing from the society's registered rules.
(5)Action by the members of the committee which would, but for subsection (1), be beyond the society's capacity may be ratified by the society only by a special resolution.
(6)A special resolution ratifying such action does not affect any liability incurred by a member of the committee or any other person; relief from any such liability must be agreed to separately by special resolution.
(7)In the case of a charitable registered society whose registered office is in England or Wales, ratification under subsection (5) is ineffective without the prior written consent of the Charity Commission for England and Wales.
(8)Section 44 contains provisions about special resolutions under this section.
(9)This section is subject to—
(a)section 47 (application to charitable societies);
(b)section 48 (transactions with members of the committee and connected persons in excess of powers).