Jana, Rex and Nova are all Directors of TrucVerts Ltd ('TVL')

Jana one of the directors of TrucVerts Ltd ('TVL') called a board meeting last month.

At the board meeting the directors called a general meeting.

The purpose of the meetings was for TVL to pass resolutions to:

• Adopt new articles.
• Remove Rex Garrison from the board of directors of TVL, as it was clear to Jana and Nova that Rex was seriously and persistently underperforming in his role.
• Lend 30,000 to Nova. During the first COVID lockdown Nova had sold her London flat to move to the countryside, but came to regret her decision. She needed the loan to help her buy another flat in London.

At the meetings, Jana declared all the resolutions duly passed.

2. Jana, Rex and Nova are the only parties to a shareholders' agreement.

One of the terms of the agreement is that: 'Each party agrees not to vote in favour of a resolution to remove a party from the board of directors of the Company' - that is TVL.

3. Rex is challenging all the resolutions.

He is particularly unhappy that:

• The change of articles includes a provision to require any director who is removed from the board to sell his shares to TVL, or to the other TVL shareholders, at market value. He feels the provision is motivated by a desire to force him out of the company and is aggrieved that his votes were not multiplied on the resolution.
• On the resolution to remove him as a director, Jana and Nova refused to multiply his votes or comply with the shareholders' agreement. Jana's view is that "it would not have made a difference, as he had to go".

Jana has sent a chronological list of the resolutions passed at the board meeting and the general meeting, together with the notice convening the general meeting. You may assume that the general meeting notice (not attached) satisfies the statutory requirements. The chronological list of resolutions is attached (Document D).

Please read Document D, and TVL's articles in Document C, examine the resolutions, and identify and explain any errors and omissions. address each of the resolutions in the order they are set out. Your should explain, by reference to relevant law:

• Any errors.
• Any omissions.
• Why a resolution is effective or ineffective.
• Whether Rex is correct on any points he has raised.
• The status of the new special article.

Please indicate any relevant primary and secondary sources in support of the points of law and principle you make.

DOCUMENT C

TRUCVERTS LTD

SUMMARY FROM COMPANY SEARCH

Name	Number of 1 ordinary shares	dictatorship
Jana Navratilova	600 (partly paid)	Chief Executive Officer / Chair
Rex Garrison	200 (fully paid)	Purchasing Director
Nova Read	200 (fully paid)	Non-executive Director

TRUCVERTS LTD SUMMARY FROM COMPANY SEARCH Name Number of 1 ordinary shares Directorship Jana Navratilova 600 (partly paid) Chief Executive Officer / Chair Rex Garrison 200 (fully paid) Purchasing Director Nova Read 200 (fully paid) Non-executive Director

THE COMPANIES ACT 2006

PRIVATE COMPANY LIMITED BY SHARES

ARTICLES OF ASSOCIATION OF TRUCVERTS LTD

1. The Model Articles for private companies limited by shares, as amended by the following articles, shall apply to TrucVerts Ltd (the "Company").

2. A director of the Company must not, without the prior consent of the board of directors, enter into any contract if the value of the contract exceeds 5,000.

3. A director may vote and form part of the quorum on any resolution at a meeting of the directors, notwithstanding that it relates to a matter in which the director has an interest which conflicts or may conflict with the interests of the Company.

4. The Company may issue any share for a price less than the aggregate of its nominal value and any premium to be paid to the Company in consideration for its issue.

5. The holder of any partly paid shares shall have the same voting rights as the holder of fully paid shares in the Company.

6. If any resolution is put to a general meeting for the removal of a director from office, then, notwithstanding section 284 of the Companies Act 2006, the shares of that director shall, on that resolution, carry on a poll five votes for every share held.

DOCUMENT D

BOARD MEETING OF TRUCVERTS LTD

Date: [4 weeks ago]

Board resolutions

1. To make a loan of 30,000 to Nova Read.

2. To remove Rex Garrison as a director of the Company with immediate effect.

3. To convene a general meeting.

GENERAL MEETING OF TRUCVERTS LTD

Date: [1 week ago]

Resolutions

1. A special resolution to change the articles of the Company.

BOARD MEETING OF TRUCVERTS LTD

Date: [1 week ago straight after the general meeting]

Board resolutions

1. To instruct Nova Read to attend to the internal administration and external administration.