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QUESTION 2 (HYPOTHETICAL) Matthew is an architect, and the sole director of Edge Studios Pty Ltd (ES). ES is an award-winning design firm which has

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QUESTION 2 (HYPOTHETICAL) Matthew is an architect, and the sole director of Edge Studios Pty Ltd ("ES\"). ES is an award-winning design firm which has recently sparked international attention. The three shareholders of E5 are Matthew, Carol, and Donald. Matthew and Carol each own 45% of the company's shares and Donald owns 10%. In addition to the replaceable rules in the Corporations Act 2001, ES has the following clauses in its own company constitution:- 1. Carol shall be the company's Lead Architect until at least 31 December 2025. 2. From 1 January 2021, Matthew shall be paid an annual salary of $125,000, with biannual salary increases of 3%. 3. Section 203C does not apply to Edge Studios Pty Ltd. 4. Section 202A does not apply to Edge Studios Pty Ltd. Matthew is becoming increasingly frustrated with Ca rol's work ethic and has received numerous complaints from clients about her. (a) Can Matthew remove Carol as the company's Lead Architect? If so, how? (b) What rights (if any) does Matthew have if the company pays him less than what Clause 2 provides? (c) Can Carol or Donald enforce Clause 2 or change the constitution to remove clause 4 if Matthew decides to pay himself a larger salary than what Clause 2 provides? (d) Carol and Donald are becoming increasingly frustrated with the way in which Matthew is running the company. What options are available to them

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