Distinguish between the following: 'Memorandum of association' and 'articles of association'.

Memorandum of Association and Articles of Association Memorandum of Association is the charter of the company and defines the fundamental conditions and objects for which the company is granted incorporation. Articles of Association are the rules and regulations framed to govern this internal management of the company. Clauses of the Memorandum cannot be easily altered. They can only be altered in accordance with the mode prescribed by the Act. In some of the cases, alteration requires the permission of the Central Government or the Court. In the case of Articles of Association, members have a right to alter the Articles by a special resolution. Memorandum of Association cannot include any clause contrary to the provisions of the Companies Act. The Articles of Association can not include any clause contrary to the Companies Act as well as the Memorandum of Association. The Memorandum generally defines the relation between the company and the outsiders, while the Articles regulate the relationship between the company and its members and between the members inter se. Acts done by a company beyond the scope of the Memorandum are absolutely void and ultra vires and cannot be ratified even by unanimous vote of all the shareholders. But the acts of the directors beyond the Articles can be ratified by the shareholders.