business law

Question Two: The shareholders of Croc Pty Ltd ("'Croc") are Dundee (10 shares), Mick (10 shares), Gus (10 shares) and Sue (1 O shares). The directors are Dundee and Mick. Upon registration, Croc adopted a constitution that replaces all the replaceable rules. Clause 10 ofthe constitution provides: 10. The maximum number of directors shall be three (3). Clause 11 ofthe constitution provides: 1 1'. Dundee shall be a director at all times and cannot be removed by the shareholders or other directors. 1. Sue is dissatised with the way Dundee and Mick are running the company. She wants to alter clause 10 of the constitution to say that there can be four directors. Can she do this? If so, how? 2. Can she amend the constitution to remove clause 11? If this occurred, could Dundee enforce clause 11 pursuant to section 140 of the Corporations Act? 3. Gus is concerned that Sue might sell her shares to a competitor. If the competitor owned the shares, Gus is concerned this may adversely impact Croc's business. Gus proposes altering the constitution to provide that shareholders cannot sell their shares to anyone in competition with the company. Would such an alteration be enforceable