David holds 2% of the shares (fully paid) and is listed as a member of Queensland Transport Enterprises Ltd (QTE). QTE was (and remains) in a poor financial position, having accumulated losses since 2015. Throughout 2018 and 2019, the Board of QTE made attempts to make the company profitable by proposing the acquisition of three high quality transportation businesses in Victoria and New Zealand. However, these acquisitions were conditional on QTE obtaining finance to purchase the businesses, either through borrowing money or raising additional capital. David's current investigations into QTE has revealed that:

1. QTE has been unable to obtain finance and it is highly unlikely that any acquisitions will proceed; 2. No attempts have been made to raise additional capital;3. QTE is effectively a shell with no operating business. For example, in the 20172018 financial year QTE's net loss was $1.2 million (gross revenue = $2,900) and $523,000 in 2018-2019 (gross revenue = $1,200). 4. The only revenue generated related to occasional leasing of QTE's property to neighbouring businesses as a storage facility.

Despite the financial position of QTE, the directors have received $125,000 (20172018) and $135,000 (2018-2019) in fees as consideration for their services, which were paid in shares as QTE did not have the cash resources to pay the directors' fees. QTE followed legal advice about converting directors' fees to shares and the relevant share price for paying directors' fees (5c). QTE shares are presently worth 2.5c per share. The shares were selectively issued to the Board and not offered to existing shareholders.

In October 2019, a group of shareholders, including David, put forward a resolution at QTE's AGM that the Board of directors be removed. The existing board was re-elected by a clear majority (74%).

David is seeking the following remedies:

(a) Remove the Board of QTE and void the share issues to the directors; or(b) If (a) is unavailable, wind up QTE.

Advise David as to obtaining the above remedies based on an action under sections 232 and/or section 461 of the Corporations Act 2001 (Cth)

Please use the ILAC method and refer to relevant case law and specific sections and sub-sections of the Corporations Act in your answer.