Question 1

a. The business of Alpha Ltd ('the company') is that of a property developer. Alan, Gaone and Thabani are the only directors and shareholders of the company, each owning 100 shares. In addition, Alan has been appointed as Managing Director. The constitution of the company contains the following clauses:

(i) in the event of a resolution being proposed at a general meeting of the company for the removal from office of a director, any shares held by that director shall carry the right to three votes per share;

(ii) James shall be the Company Secretary;

(iii) the Managing Director, Alan, shall have the power to veto any board decision relating to the purchase or acquisition of any property.

At a recent board meeting, Alan tried to exercise his veto after the board decided to purchase a warehouse, but Gaone and Thabani ignored Alan's veto. They then called a general meeting which passed a resolution ratifying the decision of the board. Gaone and Thabani are also considering calling another general meeting to remove Alan as a director. James acted as the Company Secretary but has since been removed.

Advise Alan and James as to whether they can rely on any of the above constitution. (10 marks