Auto Spares Pty Ltd makes parts for motor vehicles.It has four shareholders: Peter, Paul and Mary who each own 30% of the shares, and Gordon who owns 10%.They elect an expert in the motor vehicle industry named John as Managing Director.He asks you for advice about the following: The company's 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.A special resolution, conforming to all the requirements of the Corporations Act 2001 (Cth) was passed at a shareholders' meeting held in June removing Margaret's name from the list in the constitution and dismissing her as director The constitution states that all the company's IT requirementsmust 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 withthat company rather than with David.Mary has found out that another meeting of shareholders was held in August without giving notice to hear and that the matting two resolution where passed. The first was to chang the company logo from a seelver wheel a blue snnepar machine.The second resolution was to change the constitution of the company so as to prohibit it from trading with Moldova because of that country's human rights record.Both resolutions were agreed to by all four shareholders who attended the meeting.Margaret is threatening legal action over her dismissal, David right to a contract to supply IT services, and Mary is contesting the validity of the resolutions passed at the August shareholders' meeting.

Advise John on Position, Sitting Statutory and Case Law Authority.