Facts of the case - Scenario 2:

In 2014, Rachel Jones and Emily Lee createdCutting Edges, a partnership producing a range of high end knives for the catering trade and shears for the hairdressing and seamstress trade. In 2019, it became a company:Cutting EdgesPty Ltd.

At the moment, Emily is the Chair of the Board. The other shareholders are:

- Rachel

- Elise Jones and Antonia Jones (Rachel's daughters)

- James Lee and Sean Lee (Emily's sons)

- Rory McNeil and Anna Lim (long-time employees of the business, not family members).

Rachel has had some health issues. She now works part-time, focusing on designing new knives/shears, leaving the day-to-day operations and decision-making to Emily.

For a long time, Antonia has felt powerless and resentful about Emily's sons following whatever their mother wants, in relation to company matters. Elise doesn't get actively involved. James maintains absolute loyalty to Emily when it comes to company decisions, and Sean takes no active interest in the company.

At a general meeting last week, members voted on Emily's proposal to not pay dividends out of recent profits, but to reinvest them. This is the second year in a row that Emily has done this with the members' approval.

In another resolution, the company decided to restructure its shares. There are to be additional shares that will only be available to Emily, James, Sean, Rory, and Anna. Elise and Antonia are seen as threats to the company because they often disagree with Emily and her family.

Rory and Anna are unlikely to take up the additional shares, and James and Sean are currently speaking to their financial advisers about whether they can afford to invest more money into the company.

AdviseAntoniaon her legal position as a member. Does Antonia as a shareholder have to vote in line with the business's best interest?