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Acorn Ltd ('Acom') is a company involved in managing tree plantations in Northern NSW. Each owner of a particular lot of trees is given shares

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Acorn Ltd ('Acom') is a company involved in managing tree plantations in Northern NSW. Each owner of a particular lot of trees is given shares in the company equivalent to the value of their investment in the trees. Aoom has 2,000 members who own ordinary shares that are stapled to rights that each share has in a specic plot of trees ('stapled shares' held by 'tree investor members') and 50 employee members who hold ordinary shares without any additional stapled rights to trees (this 50 includes the directors and other ofcers of Acom). The company's constitution provides that the replaceable rules apply, although s198A is replaced by provisions in the constitution that state: Article 1: Management power is vested in the board of directors. such power including doing all that is necessary to support the nancial sustainability of the company. Article 2: If the exercise of the board of director's management power under Anio'e 1 adversely affects the company's ability to care and maintain more than 50% of the total harvestable trees, any such decision must be approved by a 2f3 majority of all members in a meeting. Article 3: The quorum of a members meeting is 2 members. Article 4: The board of directors may impose a maintenance levy on members, with no more than 1 levy to be imposed in any 12 month period. Article 5: Notice of a member's meeting may be given by posting a notice in the lunchroom of Acorn's corporate headquarters. Acorn has been badly affected by the drought and its nancial resources have been depleted. The board therefore decides to allot new shares to raise further funds. The new shares will be a new class of preference shares that give priority dividends over the ordinary shares. The tree investor members (who hold ordinary shares with additional stapled rights to the trees) are outraged at this proposal, which they argue is not permitted under the Corporations Act. Company management also propose to raise a new levy (which would be the second within the past six months)I as they say that Aoom's nancial sustainability requires this drastic measure. Lastly, the board proposes to change the company's constitution so that any member who fails to pay a levy will have their shares forfeited. The board posts a notice of the members meeting in the lunchroom of Acom's ofces in Singleton NSW. where the company's head ofce and main operations are located. Notice is given that the meeting will be held 30 days later in Singleton. A notice is also posted on the company's website. Article 5 was inserted into the constitution to allow for employee members to receive convenient notice and pre-dates Aoom's issue of stapled issues to tree investors. On hearing about the proposed meeting and resolutions, the tree investor members are furious. When the board rejects their request to shift the meeting to Sydney (where other members meetings have traditionally been held), 100 tree investor members (who hold shares over 6% of the votes in the company) request that the company distribute a document that criticizes management and its approach to nancial management. The 100 tree investor members also propose a resolution to remove the board and replace them with a court appointed receiver to investigate the conduct of the company's affairsI and a proposal that one of the tree investors chair the meeting. The board rejects each request. The 100 tree investor members then propose to convene their own meeting to vote on their proposed resolutions. You are the company's general counsel and have been asked to advise the board on the legality of the board's actions and whether the board has complied with the Corpora ons Act 2001 (0th)

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