Question
Auto Spares Pty Ltd makes parts for motor vehicles. The company is owned by four sisters Anne, Mary and Jane each own 30% of the
Auto Spares Pty Ltd makes parts for motor vehicles. The company is owned by four sisters Anne, Mary and Jane each own 30% of the shares, while Sarah owns 10%. They elect a motor vehicle expert named John as Managing Director along with several other directors. John asks you for advice about the following: The companys constitution specifies that five named individuals will be directors of the company for 10 years at a salary of $ 10 000 per annum. Each director also has an individual contract of service with the company specifying the same terms. Five years has elapsed since the company was founded. One of the directors, Margaret, has consistently failed to attend board meetings. At a shareholder meeting in May, a special resolution, conforming to all the requirements of the Corporations Act 2001(Cth) was agreed to by all four shareholders removing Margarets name from the list in the constitution and dismissing her as director. The constitution also states that all the companys IT requirements must be sourced from a person named David Thomas. The company has not yet set up its IT system, but the board members note that a very competitive service is being offered by Canberra Connect IT Services Ltd, and has decided to enter into a contract with that company rather than with David. Another meeting of shareholders was held in August. Due to an administrative error, Jane did not receive notice of the meeting. At the meeting two resolutions were passed: The first was to change the company logo from a silver wheel to a blue spanner. The second resolution was to prohibit the board from allowing the company to trade with Moldova because of that countrys poor human rights record. Both resolutions were agreed to by all three sisters who attended the meeting. Margaret is threatening legal action over her dismissal, David says that he has a right to a contract to supply IT services, and Jane is contesting the validity of each of the resolutions passed at the shareholders meeting held in August. Advise John on the legal position arising out of these facts, citing statutory and case law authority.
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