Dave a shareholder of Beta Ltd, whose constitution adopts the replaceable rule in s 249J (4), convened a meeting by notices posted on 3 January, at which the following proposed resolutions were to be put to:

authorize the company to enter into a contract in which all but one of the directors had a material financial interest.
amend the constitution to give the directors the power to appoint joint managing directors from their number.
The meeting was held on 25 January, per the notice, and both proposed resolutions were carried by four-to-one majorities on a poll. Only one shareholder, holding two percent (2%) of voting shares, was absent. He now proposes to challenge the resolutions.

Task:

Based on the above-given case scenario, advise the shareholder, if he can succeed.

During the task, you are required to:

Identify the issue.

Identify the section of the Corporation Act applicable.

Identify the validity of the offer based on the company's operations.Advise if the challenge can be successful in the court.