Adrian holds 20 percent of the equity in a private company Blue Sky Pty Ltd that carries on business as franchisor of travel agencies. Bill and his partner Helen hold 60% of the equity in Blue Sky Pty Ltd and the balance is distributed among the company's employees. Adrian and Bill are both directors and Bill is also the Managing Director.

The constitution of Blue Sky Pty Ltd gives Bill the power to nominate the majority of the Board of Directors. Adrian and Bill, who are sailing buddies, have had a number of misunderstanding and quarrels over their sailing activities in the last two years, which has soured their relationship considerably. Adrian now resents Bill's dominance over the board and its proceedings. Specifically Adrian complains that the board meetings do not adequately consider all the directors' views and undue attention is paid to Bill's views. Adrian points out that Bill and the directors that Bill has appointed, usually meet prior to the board meeting to formulate their position and strategy and that on three such meetings occasions Bill has restricted Adrian's ability to speak. Adrian also says that Bill has on two occasions given shorter notice that what is required under the constitution which has meant that Adrian has not been able to attend these meetings.

Adrian and Bill do not speak to each other unless it is absolutely necessary. Adrian seeks your advice on how he can change the way in which Blue Sky Pty Ltd is managed. Advise Adrian on the options available to him.