Jack, Bill and Georgina are the only directors of Sand and Snow Ltd (S&S), a company that sells surfing

and snowboarding holiday packages. They each own 10 per cent of S&S's shares. The remainder of the

shares are owned by Georgina's father, Barry, who owns 15 per cent of S&S's shares, and other members

of Barry's large extended family.

(a) Barry has a falling out with Jack and decides that he wants to remove Jack from the board and replace

him with Jack's sister, Hillary. Assuming that the next annual general meeting is not happening until

9 months from now and Barry does not want to wait that long, how can he accomplish this?

(b) Hillary was on a working vacation in the United States employed as a ski instructor in Utah. While she

was there, she was running low on money and in desperation paid for some meals and ski clothing

using a credit card she had found on the slopes. She was convicted of credit card fraud (a crime

which is punishable by up to 5 years' imprisonment) but was only fined $500 because of mitigating

circumstances. Can she still be a director of S&S?