Boots Pty Ltd (Boots) is a very profitable and wealthy listed company based in Victoria. Anna, Phil and Olga are the company's directors. Anna and Olga own 30% of the company's shares each. The other members are Tom who owns 25% of the shares and Henri who owns 15%. Henri and Tom were in relationship until recently which ended very badly. The company relies on several of the replaceable rules but also uses a constitution which contains a clause which states that the company's purpose is to produce and sell souvenirs at National Trust properties.

The production and sale of the souvenirs has been profitable, but the directors decide that the company should also begin to run cafes serving high teas at each of the National Trust properties. Tom wants some amendments to the company's constitution because he believes that there needs to be changes in the company.

Tom decides to ask the directors to call a members' meeting to deal with the following matters:

1. That the constitution be amended to state that Henri is to lose all of his shares immediately in return for a one-off payment; and

2. That at the meeting Tom be permitted to openly criticize Henri at the meeting about how he is running the company and force him to resign as a director.

Please answer the following question using IRAC and the law to support your arguments:

Advise the directors if they have to call the meeting requested by Tom. If the meeting proceeds, can the constitution be changed to remove Henri's shares if there are enough votes in favour of it? Why or why not?

Explain using the law to support your arguments. (13 Marks)