But the powers conferred on shareholders in general meeting and on directors by the articles of association of companies can be exceeded although there is a literal compliance with their terms. These powers must not be used for an ulterior purpose. "The term fraud in connection with frauds on a power does not necessarily denote any conduct on the part of the appointor amounting to fraud in the common law meaning of the term or any conduct which could be properly termed dishonest or immoral. It merely means that the power has been exercised for a purpose, or with an intention, beyond the scope of or not justified by the instrument creating the power", per Lord Parker in Vatcher v. Paull [1] . "The Court will not allow him" (that is the appointor) "to interpret the donor's intention in any other sense than the Court itself holds to be the true construction of the instrument creating the power; and a literal execution of the power, with a purpose which it does not sanction, is regarded as a fraud on the power", per Hatherley L.C. in Topham v. Duke of Portland [2] . Voting powers conferred on shareholders and powers conferred on directors by the articles of association of companies must be used bona fide for the benefit of the company as a whole. In Greenhalgh v. Arderne Cinemas Ltd. [3] , Evershed M.R., in a case relating to a special resolution altering the articles of association, said: "In the first place, I think it is now plain that "bona fide for the benefit of the company as a whole" means not two things but one thing. It means that the shareholder must proceed upon what, in his honest opinion, is for the benefit of the company as a whole. The second thing is that the phrase, "the company as a whole," does not (at any rate in such a case as the present) mean the company as a commercial entity, distinct from the corporators: it means the corporators as a general body. That is to say, the case may be taken of an individual hypothetical member and it may be asked whether what is proposed is, in the honest opinion of those who voted in its favour, for that person's benefit" [4] . There are two lines of cases in which it has been held that the courts will interfere to prevent the abuse of powers conferred by articles of association. One instance is where it is necessary to prevent an abuse by the majority of the powers conferred upon a company in general meeting. The other instance is where it is necessary to prevent an abuse by the directors of the powers conferred on them by the articles. The court is more ready to interfere in the second than it is in the first instance. Shareholders even where they are also directors are not trustees of their votes and as individuals in general meetings can usually exercise their votes for their own benefit. But there is a limit even in general meetings to the extent to which the majority may exercise their votes for their own benefit. That limit is expressed in the classic passage from the judgment of Lindley M.R. in Allen v. Gold Reefs of West Africa [1] . The power of a three-fourths majority to alter the articles of association must, Lord Lindley said, "like all other powers, be exercised subject to those general principles of law and equity which are applicable to all powers conferred on majorities and enabling them to bind minorities. It must be exercised, not only in the manner required by law, but also bonâ fide for the benefit of the company as a whole, and it must not be exceeded" [2] . The extent of the power of such a majority to alter the articles is fully discussed in this Court in Peters' American Delicacy Co. Ltd. v. Heath [3] . Nor can the majority of shareholders exercise their voting power in general meeting so as to commit a fraud on the minority. They must not exercise their vote so as to appropriate to themselves or some of themselves property, advantages or rights which belong to the company. In Cook v. Deeks [4] Lord Buckmaster, delivering the judgment of the Privy Council, pointed out that: "Such use of voting power has never been sanctioned by the Courts, and, indeed, was expressly disapproved in the case of Menier v. Hooper's Telegraph Works [5] " [6] . The powers entrusted to the directors by the articles of association to be exercised on behalf of the company are fiduciary powers. In Peters' American Delicacy Co. Ltd. v. Heath [7] Latham C.J. pointed out that where the validity of acts of directors exercising a fiduciary power is questioned, a higher standard would be required than in the case of shareholders who did not, in voting at a general meeting, exercise any power of a fiduciary nature. In the present case we are concerned with the exercise by Horace Southcott of his fiduciary power as a director to issue new shares. The boundary between the proper and improper use of such a power is discussed in this Court in Mills v. Mills [8] . The power must be used bona fide for the purpose for which it was conferred, that is to say, to raise sufficient capital for the benefit of the company as a whole. It must not be used under the cloak of such a purpose for the real purpose of benefiting some shareholders or their friends at the expense of other shareholders or so that some shareholders or their friends will wrest control of the company from the other shareholders. In the present case Horace Southcott was the donee of this fiduciary power. It was still a fiduciary power although he could issue the new shares to the trustee company, if it agreed to accept them on trust for himself to the exclusion of the McCanns. He could take advantage of the power to benefit himself if such a benefit was incidental to a bona-fide exercise of the power but he could not use the power ostensibly to benefit the company but really to benefit himself at the expense of the McCanns. In Hirsche v. Sims [1] , Lord Selborne said: "If the true effect of the whole evidence is, that the defendants truly and reasonably believed at the time that what they did was for the interest of the company, they are not chargeable with dolus malus or breach of trust merely because in promoting the interest of the company they were also promoting their own" [2] . In Mills v. Mills [3] the present Chief Justice said: "Directors of a company are fiduciary agents, and a power conferred upon them cannot be exercised in order to obtain some private advantage or for any purpose foreign to the power. It is only one application of the general doctrine expressed by Lord Northington in Aleyn v. Belchier [4] : "No point is better established than that, a person having a power, must execute it bona fide for the end designed, otherwise it is corrupt and void" " [5] . The interests of the McCanns, who held sixty of the sixty-one issued shares in each holding company, were interests which Horace was bound to take into account in deciding whether it would be in the interests of the corporators as a whole to liquidate the debts of £4,199 by the issue of new shares at par. It is unfortunate that he died on 8th October 1949, before the hearing of the suit, and that his evidence was not available, but there is ample evidence, we think, to support the inference drawn by both Mayo J. and the Full Supreme Court that Horace, on 20th December 1948, was intent only upon advancing his own interests and left the interests of the McCanns completely out of account. He was not thinking of what would benefit the corporators as a whole. He was thinking only of what would benefit himself.