Anne, Brigit and Tom have been friends since university. They share an entrepreneurial spirit and even at university they wanted to organize a business together. They spent a slab of their time at university brainstorming about business opportunities that beckoned. Anne was the livewire of the group always sparking ideas about possible ventures. Brigit was very savvy in the area of business skills. She had done a major in Commerce at university and had a sharp business mind. Tom had developed an expertise in marketing and advertising. Following university he had a spell in the advertising industry before switching to marketing For four years Anne, Brigit and Tom have been operating a partnership called Lean Oranges. It specializes in developing hi-tech solutions to supply chain issues. Apart from their current customer base large supermarkets have been in exploratory talks over strategies to reduce the levels of inventories they carry and revolutionize the delivery pattern of products coming from the farm gate to the supermarket. Lean Oranges is on the cusp of a great leap forward. Anne, Brigit and Tom are contemplating using a corporate form as the vehicle for carrying out the activities of Lean Oranges. Tom has always felt the minor player in the business. He is conscious that his skill set is not as vital as his two partners. He loses sleep thinking that the day may dawn when Anne and Brigit restrict his role and take total command of the business.

Tom speaks to you about how he can protect his existing equal role in the business. Advise him about a possible solution. Inform Tom about the nature of a company constitution and how that instrument can be utilized to buttress the position of Tom. The replaceable rules are a component part of the Act and Tom is eager to know if they can help him.