GROUP PRESENTATION QUESTION

1.StandUp Ltd is a media company listed on the ASX with major shareholders in Australia, Asia and North America. The CEO of StandUp Ltd is Pam who has engaged the company in a prolonged period of aggressive expansion through acquisitions fuelled by debt. This is despite the fact that corporate debt markets have been very constrained due to the turmoil in financial markets worldwide. The cost of debt is going up and the acquisitions are starting to hurt profits. Some of the major institutional investors in StandUp Ltd are concerned about the company's ability to continue servicing its debt obligations and have been petitioning StandUp Ltd's board to rein-in the CEO's aggressive behaviour with little effect. Meanwhile the company's share price has halved in the past 9 months. On 2 February 2018 a group of vocal members (comprising a diverse group of 60 shareholders) who call themselves Shareholders United requisition the company to convene a members' meeting and want the company to distribute an information booklet entitled "Bored Incompetence: a history of StandUp Ltd under Pam Power".

The board calls a snap members' meeting to be held 14 days later on 16 February 2018. The notice of meeting does not contain the information booklet or the purpose of the meeting. The meeting is held at a conference centre in Perth (which is unusualas normally themeetings are held in Sydney). The board undertakes this action to ensure that the attendance at the meeting is very low, and voting is done mainly by undirected proxies (controlled by the Chairman, as is usual for undirected proxy voting). At the meeting, the Chairman refuses to allow any of the members of the shareholder group to speak and the resolutions are defeated after the Chairman votes the undirected proxies. The Chairman then proposes, as a matter of special business (which was not detailed on the notice of meeting), an alteration of the company's constitution in the following manner:

all future meetings that are requisitioned by members will require board prior approval and 6 months notice; and

dividends will be suspended for the next 12 months to fund internal growth in the company.

The constitutional alteration was passed by a special majority of shareholders present and entitled to vote at the meeting. Investors (including Shareholders United) are furious and want to challenge the outcome of the extraordinary members' meeting and its constitutional alteration.

You are retained by the Shareholders United and have been asked to put together a brief outline of whether the board's conduct in calling and conducting the members' meeting, including the constitutional alteration, was valid: in other words, does the law permit the board to do these things.