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Al Bundy had a profitable shoe store Al's Shoes. He arranged for a new company called Shoemart Pty Ltd (Shoemart) to be set up to
Al Bundy had a profitable shoe store Al's Shoes. He arranged for a new company called Shoemart Pty Ltd (Shoemart) to be set up to purchase his business and the building which it occupied. On 3rd May 2021, Shoemart was incorporated and its constitution is a combination of all the replaceable rules and the following provisions: "Clause 1 The sole object of the company is to carry on the manufacture and sale of shoes. Clause 2 Peggy Bundy shall remain as a Managing Director for so long as she desires. Clause 3 Al Bundy shall be employed as a Shoe Consultant until 2025 at a salary of $40,000 per annum. The company issued 10 shares each to Peggy and Bud (Al's sister and brother) and 80 shares to Kelly (Al's daughter). Peggy and Bud were appointed as directors with Peggy as Managing Director. On 5th May2021, Shoemart entered into a contract with Al to purchase the shoe business and the building for $500,000. The business and building were independently valued in February 2021 for $350,000. (i) Kelly requested the Board for an extraordinary general meeting, which was refused. The next day, without informing Peggy, she invited Bud for lunch at her home and called it a General Meeting. She named herself Chairperson and declared that three resolutions were passed at the meeting. The first resolution deleted Clause 2 from Shoemart's constitution. The second resolution dismissed both Peggy and Bud from their position as directors. The third resolution appointed Kelly as the sole director of Shoemart. As sole director, she dismissed Al from his position as consultant. Discuss whether all three have lost their positions in the company. (7 marks)
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