Roy Patel is Head of Accounts for Count-it-Right Ltd (CiR Ltd). Roy has been employed by CiR Ltd for nearly 15 years. During this time, he has developed personal relationships with the Board, other key managers, and many of the companys shareholders. On his 45th birthday, the Managing Director of CiR Ltd, Rochelle Taggard -who is also one of Roys best friends - suggests that Roy set his employment position into concrete by writing his job into the companys constitution. Roy asks the company solicitor to draft a proposed amendment to the CiR Ltd constitution that reads; Roy Patel is to remain Head of Accounts at CiR Ltd for as many years as he is willing and of sound mind to fulfil this role. The majority of shareholders approve of this amendment. A few months after the amendment, CiR Ltd has a total change of ownership and management when the majority shareholders sell out to Azzi Pro Ltd. The new managers from Azzi Pro Ltd immediately retrench Roy and replace him with the latest accounting software (which, utilising artificial intelligence, makes all human accountants redundant). Roy Patel wants to

continue with CiR Ltd and claims his job is safeguarded by the company constitution which has not been changed since the takeover by Azzi Pro Ltd. Question 1: answer A, B, & C (25 marks total) A). Identify which section of the Corporations Act 2001 (Cth) gives members the power to amend the constitution. Outline the procedure for amendment of the constitution under the Corporations Act 2001 (5 marks). B). Would Rochelle Taggard be permitted to issue Roy a large number of shares in order to make Roy the majority shareholder (and thus able to oppose any threats to his employment)? Explain whether Rochelle Taggard would be in breach of her duties as a director with reference to the relevant law (10 marks). Make sure you utilise I.R.A.C. structure in your answer and that you refer to the relevant section/s in the Corporations Act 2001 and any case law (10 marks). C). Can Roy Patel rely on the constitution of CiR Ltd to safeguard his employment? Make sure you refer to the relevant section/s in the Corporations Act and any relevant case law in your answer (10 marks).