Henry Hutch, Veronica Voda and Oriel Opus are the only directors of 3-Tel Ltd, a mobile phone company that charges its customers based on time usage per call. Henry and Veronica hold 51% of the shares in 3-Tel Ltd, which does not have a constitution.

Henry and Veronica register an internet company Pry-Mouse Pty Ltd which for the price of a subscription enables users to send free voice messages to other phones or computers using a microphone attached to their computer.

Eve is a customer of 3-Tel Ltd and receives advertising material from Pry-Mouse Pty Ltd. Eve complains to Oriel who then uncovers Henry and Veronica's actions.

Oriel wants 3-Tel Ltd to sue Henry and Veronica but is out voted at the directors' meeting. Henry then calls a members' meeting and at that meeting a resolution is passed that permits Henry and Veronica to use the customer records of 3-Tel Ltd for their own purposes and to operate an internet company in competition.

REQUIRED:

Advise Oriel if there is anything she can do to prevent Henry and Veronica damaging the business of 3-Tel Ltd.