Gabriel, Chua and Serena are siblings and run three separate stores in Melbourne. The businesses are a franchise of a popular US fast food chain and a motorcycle dealership. The business has been operating in Melbourne for the last 15 years.

All the businesses are run through a company called GCS Enterprises Pty Ltd. All three siblings are directors and equal shareholders.

Over the last two years because of the economic circumstances, profits have not been as high as expected and this has caused cash flow issues to the company and resulted in arguments between the three siblings. Two of the siblings Gabriel and Serena are having on going arguments with Chua. Chua wants his children to be involved in the business but they have no expertise. Also, Chua seems to be spending less time in working in the business and more time trading on cryptocurrency for himself, which has resulted in the other two stores and siblings subsidising Chua's store.

Gabriel and Serena hold a board meeting and under the constitution a quorum of directors (2) can transact any business activity. No notice of the board meeting was sent to Chua. Gabriel and Serena both agree to remove Chua as a director but leave him as a shareholder.

Gabriel and Serena therefore agree to pay themselves a bonus for doing the hard work. This results in the company posting a loss.

As such no dividends are paid to the shareholders.

REQUIRED:

1. Chua is not happy about the actions taken by Gabriel and Serena and wishes to know if he can take any action against the company. (6 marks)

1. He is also not happy that he did not receive notice of the meeting of the Board of directors where he was removed as a director. Can he do something about it? (4 marks)