Kabur Sdn Bhd is a company that has the business of oil palm estates. According to Article 16 of the Constitution of Kabur Sdn Bhd, any member that wishes to dispose his shares, must inform the company about this intention above anyone else and the company has the options to redeem the member's shares. Tom, who owns 10,000 shares is thinking of moving to the U.S as he receives an offer to start doing his business there. He wants to sell the shares to his brother and refuses to inform the company about this.

With reference to the provision of the Companies Act 2016 and case law (if any), you are required to:

1. Discuss the meaning of ultra vires