Question
1) Golden Land Sdn. Bhd. was incorporated on 2 January 2017 without adoption of the company's constitution. It has 10 directors and all of them
1) Golden Land Sdn. Bhd. was incorporated on 2 January 2017 without adoption of the company's constitution. It has 10 directors and all of them hold the voting shares in the company equally.
Golden Land Sdn. Bhd. had convened a meeting urgently to remove a director, namely John who was found guilty of misusing the company's assets. Prior to receiving the special notice from the members, the chairman instructed the company secretary to circulate a notice of meeting dated on 1 April 2021, informing all members that a meeting of members was to be convened on 15 April 2021 to consider resolutions to remove John as director of the company with immediate effect. As the company secretary is concerned about the short notice issue, on 13 April 2021, the company secretary had again approached all directors and obtained their consensus except from John to convene the meeting on 15 April 2021.
On 15 April 2021, all directors attended the meeting, and the quorum was met at the beginning of the meeting. However, when the meeting discussion proceeded to the removal of directors' agenda, it turned chaotic and violent, which was beyond the control of the chairman. As a result, all directors except the chairman left the meeting room as the meeting was disrupted. Nonetheless, the meeting proceeded, and a resolution was passed by the chairman alone to remove John as a director of the company. John was unhappy with the decision, and he intends to seek a derivative action as a result of the dismissal.
Assuming that you are the legal adviser appointed by John., identify the issue(s) in the case above and advise John on whether he can challenge the meeting's validity. Support your answers with relevant legal provision(s) and/or decided case(s).
*(Using Issue, Law, Application, Conclusion method)
Step by Step Solution
There are 3 Steps involved in it
Step: 1
Get Instant Access to Expert-Tailored Solutions
See step-by-step solutions with expert insights and AI powered tools for academic success
Step: 2
Step: 3
Ace Your Homework with AI
Get the answers you need in no time with our AI-driven, step-by-step assistance
Get Started