jenkins lj granted the members' application. he held that under the rule in "foss v harbottle" the union itself is "prima facie" the proper plaintiff and if a simple majority can make an action binding, then no case can be brought. but there are exceptions to the rule. first, if the action is "ultra vires" a member may sue. second, if the wrongdoers are in control of the union's right to sue there is a "fraud on the minority", and an individual member may take up a case. third, as pointed out by romer j in "cotter v national union of seamen" a company should not be able to bypass a special procedure or majority in its own articles. this was relevant here. and fourth, as here, if there is an invasion of a personal right. here it was a personal right that the members paid a set amount in fees and retain membership as they stood before the purported alterations.