A director of an incorporated association who acts without board or member authorisation — including entering contracts and engaging solicitors — acts without authority, and such acts are not binding on the association. However, a solicitor will not be ordered to disgorge fees under O 66 r 5 where an apparent (though ultimately invalid) ratification resolution existed at the time of engagement, such that inquiry would have revealed some basis for authorisation. Financial contributors to an incorporated association may be treated as its members where the formal membership criteria in the constitution were never applied.
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