Q2. (25 marks) Dair Enterprises Ltd (Dair) is a public company that was incorporated in 2018. Dair has adopted a constitution which incorporates the following stated object for the company: "the object of Dair is to invest in online only, start-up companies Dair has 2 executive directors - Troy and Gavin, who together own 20% of the company's shares - and 3 non-executive directors who do not hold any shares in Dair. The remaining shares in Dair are split equally between 4 investors, of whom Donald and Jacqueline are the majority shareholders (holding 60% together). As of 2021, Dair has not yet had much business success. In August 2021, Donald and Jacqueline come up with a proposal which they think will greatly enhance the development of Dair. They put forth their proposal at a members' meeting that Dair should purchase established "bricks and mortar" businesses that are currently selling very cheaply (due to COVID-19 related financial stress). Troy and Gavin are not keen on Donald and Jacqueline's proposal, pointing out several objections. The directors believe that if Donald and Jacqueline's proposal was enacted, it would result in breach of Dair's constitution. However, Donald and Jacqueline tell Troy and Gavin that they will be removed from the Board if they do not comply with the proposal, and so the directors eventually acquiesce to the proposal. In September 2021, Dair agrees to purchase a boutique fashion retailer that occupies shop frontage in Sydney CBD. On the purchase contract, Gavin places the company seal and his signature, but Troy refuses to Co-sign the contract, claiming that he "won't be responsible for this". Question 1: Answer all parts A, B, C and D (25 marks total). A). Identify which sections of the Corporations Act 2001 (Cth) gives members the power to remove existing directors and appoint new directors in public companies (2 marks). B). Outline the requirements for being appointed as a director. Refer to the relevant sections of the Corporations Act 2001 (Cth) in your answer (3 marks). C). Discuss the consequences of breach of constitutional objects for the Truth and its participants, making reference to the relevant sections of the Corporations Act 2001 (Cth) (10 marks). D). Has the purchase contract been executed correctly by Gavin according to the Corporations Act 2001 (Cth)? If not, will the purchase contract still be legally enforceable against Dair? (10 marks)