Holiday Ltd provides holiday packages for tourists in Australia. The company does not have a constitution. Due to a worldwide pandemic, international tourist numbers are falling and the company is not making a profit. The board of directors decide that the company will close down its holiday business and manufacture LCD televisions instead. To fund the new business venture the directors decide not to pay a dividend to the members.

The members are unhappy about the new business direction and the dividend policy. They are considering passing resolutions at a general meeting reversing both directors' decisions. The directors tell the members that they will not call a members' meeting and will not change their decisions.

REQUIRED:

Advise the directors whether they need to observe any members' resolutions reversing the two directors' decisions (4 marks).