Ernie runs a small rendering plant, which produces tallow from organic waste such as used chip oil. Tallow is a key ingredient for making biodiesel. Two years ago, Ernie was approached by Biodiesel Co Ltd, ('BCL') a large company with a government grant to produce significant amounts of Biodiesel. BCL wanted to purchase tallow from Ernie.

The deal struck between Ernie and BCL was for Ernie to be issued with 5% of the shares in BCL and a position as a director on the board of BCL. In return, Ernie would supply his tallow to BCL. The other 95% of BCL shares are owned by a sole wealthy overseas investor.

It is now two years down the track and Bernie is not happy. He is concerned that BCL is not yet producing any fuel and he suspects BCL is running out of money to get the project off the ground. He can't verify this as BCL management refuse to give him access to the company accounts or minute books of meetings of members.

Board meetings have increasingly been called on shorter and shorter notice (the last one only on 1 day's notice), making it difficult for him to attend. At the meetings, rarely is any documentary support for any business propositions provided by management and most BCL decisions appear to be made without reference to the board at all.

To cap it all off, a special general meeting of BCL has been called for next month to discuss the following resolution: 'That the constitution of the company be amended to require persons holding fewer than ten percent of issued shares to sell their shares for 150% of their market value to the other shareholders of the company.'

Obviously, the proposed change, if passed, would see Ernie compulsorily excluded from BCL. The CEO of BCL has told Ernie the change is required to satisfy a new condition of the government funding BCL needs to get the project off the ground.

Advise Ernie as to his statutory remedies as a shareholder of BCL.