Blue River Chocolates Pty Ltd has been making chocolates in Margaret River since 1947. The company was established by Merchant Cocoa (now deceased) and has had a member of the Cocoa family as Chair of the Board ever since. Presently, Alan Cocoa is Chair. The other shareholders are Alan's sons Blake and Chase, and their wives, Daisy and Emma. There are two non-family shareholders: the long-time company secretary Ferdinand Verdo and Merchant Cocoa's former business associate George Kevin.

EmmahasharbouredfeelingsofpowerlessnessasAlan'ssonslamelyfollowwhatever their father wants with company matters. George takes no active interest in the company, and Ferdinand maintains absolute loyalty to Alan when it comes to companydecisions.

At a general meeting last week, members voted on Alan's proposal to not pay dividends out of recent profits, but to reinvest them. This is the fourth year in a row that Alan has done this with the members' approval. In another resolution, the company decided to restructure its shares with the result that there would be additional shares only available to Alan, Blake, Chase, Ferdinand and George. The reason is that Daisy and Emma are seen as threats to the company if their marriages should fail. Ferdinand and George are unlikely to take up the additional shares and Blake and Chase are presently speaking to their financial advisers about their ability to invest more money into the company. Emma is disappointed with this series of events which she considers inappropriate.

AdviseEmmaonherlegalpositionasamember,specificallyreferring toanyrelevant provisions of the Corporations Act 2001 (Cth)and relevant case law. Please useIRAC structure.

(Notrequiredtodiscussthedutiesofofficersanddirectorsfor this question.)