Question Two:

Jackie and Bruce are the directors of a company called Karate Australia Ltd, which runs a number of schools teaching students the ancient art of Karate. Chuck is a shareholder of Karate Australia Ltd and has a number of issues concerning the way in which the karate business is being operated. Advise Chuck on the following:

a.Karate Australia Ltd has not called an AGM for two years. Does Karate Australia Ltd need to hold regular meetings?

b.Chuck believes that there are not enough good Karate instructors in Australia and wants to change the constitution of Karate Australia Ltd to provide that Karate Australia Ltd can only have four Karate schools in Australia, thereby maintaining the quality of the schools. How can he do ?

c.Jackie and Bruce have decided to hold a shareholders' meeting for Karate Australia Ltd. They want all shareholders to attend.Jackie and Bruce are concerned, however, since the shareholders of Karate Australia Ltd are located all over Australia.Jackie comes up with the idea that they should conduct the meeting using Skype but Bruce thinks meetings need to be done face-to-face with the shareholders.Advise.

d.Chuck wants to attend the meeting that Jackie and Bruce have called but unfortunately he will be working as a Texas Ranger on the day of the meeting.Chuck's friend, Claude, is also a shareholder of Karate Australia Ltd and said he would be happy to vote on Chuck's behalf at the meeting.Advise Chuck.

e.Karate Australia Ltd is extremely profitable, but it has never paid a dividend as Jackie and Bruce are very conservative and think Karate Australia Ltd needs to retain the cash to have a buffer to protect itself just in case there is an economic slowdown.Can Chuck force Jackie and Bruce to declare a dividend?