Jacqui and Bruce are the directors of a company called Karate Australia Ltd, which runs a number of schools teaching students the ancient art of karate. Chuck is a shareholder of Karate Australia Ltd and has a number of issues concerning the way in which the karate business is being operated.

(a)Karate Australia Ltd has not called an AGM for two years. Does the company need to hold regular

meetings?

(b)Chuck believes that there are not enough good karate instructors in Australia and he wants to

change the constitution of Karate Australia Ltd to provide that the company can only have four

karate schools in Australia, thereby maintaining the quality of the schools. How can he do this?

(c)Jacqui and Bruce have decided to hold a shareholders' meeting for Karate Australia Ltd. They want all shareholders to attend. Jacqui and Bruce are concerned, however, since the shareholders of Karate Australia Ltd are located all over Australia. Jacqui comes up with the idea that they should conduct the meeting using Skype, but Bruce thinks meetings need to happen face-to-face

with the shareholders. Advise.

(d)Chuck wants to attend the meeting that Jacqui and Bruce have called but unfortunately he will be

working on the day of the meeting. Chuck's friend Claudia is also a shareholder of Karate Australia

Ltd and says she would be happy to vote on Chuck's behalf at the meeting. Advise Chuck.

(e)Karate Australia Ltd is extremely profitable, but it has never paid a dividend, as Jacqui and Bruce are financially conservative and think the company needs to retain the cash to have a buffer to protect itself, just in case there is an economic slowdown. Can Chuck force Jacqui and Bruce to

declare a dividend?

(f)Chuck has had enough of the company and now wants to sell his shares to Claudia, who is willing

to purchase them. How can Chuck and Claudia complete this transaction? Would it make any

difference if Karate Australia Ltd were a proprietary company?