Holiday Ltd provides holiday packages for tourists in Australia. The company does not have a constitution. Due to a worldwide economic crisis, international tourist numbers are falling and the company is not making a profit. The board is comprised of two directors, who 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: Using the IRAC method, advise the directors whether they need to observe any members resolutions reversing the two directors decisions. Ensure you refer to relevant case law and sections of the Corporations Act in your answer.