QUESTION 1:

Your advice is sought in relation to Jack Crowne in two instances.

It is Monday 9 November 2026. Jack Crowne comes to the law firm in which you are employed for legal advice.

Jack tells you that one year ago he was appointed a director of the Suburban Rail Loop Authority ('the Authority'). At all relevant times in 2026 he is one of nine directors.

Jack tells you that meetings of the board of directors of the Authority are held monthly on the first Monday of the month.

Jack tells you that, due to pressure of work in his private consultancy firm, he missed the September 2026 and October 2026 meetings of the board. He received the minutes of these meetings. With the authority of the Chairperson (Ms Gill), the minutes of the October meeting were distributed for consideration to other directors soon after the October meeting. The minutes stated:

Next meeting: Monday 2 November 2026.

Jack did not obtain the approval of the board to be absent from the September and October meetings.

Jack then tells you this:

'I forgot to attend the November meeting. I hear they discussed a number of items. I don't really have any excuse for not attending. I am really concerned at my position on the board. What is my position? Have I been removed?'.

He shows you a document, circulated with the approval of the Chairperson to other directors for their consideration. It reads in part:

Suburban Rail Loop Authority

Board of Directors

Meeting, 2 November 2026

Minutes

Present:AGill, B Hill, C Pael, D Waterhouse

Did not attend:JCrowne, K Tumbling, L Nurse, M Rhimes, N England

Items for discussion and resolution

...

Other business

Membership of the board

The Chairperson noted that, as the November meeting was the third consecutive meeting of the board that Mr Crowne had not attended without the approval of the board, the office of director to which he had been appointed was now 'vacant'.

Your manager in your law firm asks you to answer this question: has the office of director to which Jack had been appointed become 'vacant' pursuant to s 24(1)(a) of the Suburban Rail Loop Act 2021 (Vic)? In the course of answering this question interpret 'meetings of the board' in s 24(1)(a).

Assume Jack was lawfully appointed to the board.

Question 2:

Answer Question B2 on the basis of the facts for Question B1 as well as the following facts and stated assumptions.

On Tuesday 17 November 2026 you are doing a routine check of recent legislation. You notice that an amendment has been made to the Suburban Rail Loop Act 2021('the 2021 Act') by the Justice Legislation Act 2026 ('the 2026 Act'). The 2026 Act took effect Monday 16 November 2026.

The 2026 Act amended a large number of Victorian Acts regulating statutory boards that have 'meetings'.

In the case of the 2021 Act, the 2026 Act substituted '2' for '3' in s 24(1)(a). That provision now reads:

'The office of a director of the Authority becomes vacant if the director

(a) without the approval of the board, fails to attend 2 consecutive meetings of the board; or'

You go to your manager armed with the amendment made by the 2026 Act. Your manager asks you to answer this question: in the light of the amendment has the office of director to which Jack Crowne was appointed become 'vacant'? In answering this question your manager asks you to assume(regardless of your answer to Question B1) that Jack has missed 2 consecutive meetings of the board without the approval of the board(the September and October 2026 meetings).

In the course of answering the above question advise whether the old law or new law currently applies to Jack, where

• 'old law' refers to the 2021 Act immediately before the 2026 Act took effect; and
• 'new law' refers to the 2021 Act upon the 2026 Act taking effect.