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S N & Light Pty Ltd has been manufacturing power-boards in South Australia since 1957. Istan Light, the founder of the company has died and

S N & Light Pty Ltd has been manufacturing power-boards in South Australia since 1957. Istan Light, the founder of the company has died and the chair of the board of directors has always been a member of the Light family. The current chair is William Light. In addition to William who is a major shareholder the other shareholders are his sons Jack and Daniel and their wives, Janette and Jane who each hold 6% of the shares in the company.

There are two other non-family shareholders: the long-time company secretary Naughton Speer and Istan's former business associate Maxwell Head.

The directors of the company are William, Jack, Daniel and Naughton.

Jane is annoyed that Jack and Daniel tend to follow whatever their father wants in relation to company matters. Naughton follows William's proposals for the company and Maxwell takes no interest in company matters.

At a general meeting of the company, members voted on William's proposal to not pay dividends out of recent profits, but to reinvest them. This is the fourth year in a row in which William has done this with the members approval. It was also proposed that William's expense and travel allowance be increased by 30% to $45,000.00 per annum with retrospective effect.

In another resolution, the company decided to restructure its shares. There are to be additional shares issued but they will only be available to William, Jack, Daniel and Naughton. The reason that shares will not be issued to Janette and Jane is because they are seen as threats to the company should their marriages fail. Maxwell who is now 80 years old, is seen as of little use to the company and hence he is not to participate in the share issue either.

Jane, Janette and Maxwell are unhappy with the decisions reached at the meeting and they consult you about their rights as shareholders and they wonder what they can do to prevent these decisions being put into effect.

Consider the facts and advise Jane, Janette and Maxwell as to the validity of the proposals approved at the meeting and as to the actions they might initiate to protect their respective rights as members of the company.

Make reference in your answer to legal principles, cases and relevant legislation.

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