Crafty 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 Ella. There are two non-family shareholders: the long-time company secretary Ferdinand Verdo and Merchant Cocoa's former business associate George Kevin.

Ella has harboured feelings of powerlessness as Alan's sons lamely follow whatever their father wants with company matters. George takes no active interest in the company, and Ferdinand maintains absolute loyalty to Andrew when it comes to company decisions.

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 member's approval. In another resolution, the company decided to restructure its shares. There are to be additional shares that will only be available to Alan, Blake, Chase, Ferdinand and George. The reason is that Daisy and Ella 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. Ella is disappointed with these series of events which she considers inappropriate.

Advise Ella on her legal position as a member with a special reference to the rights and remedies available to her under the Corporations Act 2001. (10 marks)

(Please note that you are not required to discuss the duties of officers and directors for