Scenario

Phillip, Hermes, and Amy are the only directors of Planetary Toys Ltd, a company that designs and sells children's toys. They each own 10 per cent of the shares in Planetary Toys Ltd. Most of the remaining shares are owned by Amy's family. Amy's father, Leo, owns 20 percent of the shares in Planetary Toys Ltd, and another 30 percent are owned by her aunts, uncles and cousins.

Phillip and Leo are both keen tennis players and play in the same local tennis league. They both had a very good season and faced each other in the final. The match was very close, however, Leo ultimately won after several contentious umpiring decisions in the final set. Disappointed at the outcome, Phillip accused Leo of cheating and the two men got in a heated argument. Leo is now furious with Phillip and wants him removed from the board and replaced by Amy's cousin, Inez. However, the next annual general meeting will not take place for another 10 months. Clearly, Leo does not want to wait that long.

Hermes and Amy are unsure about how to proceed and whether they have the power to remove Phillip and/or Leo might be able to force the change. Further, upon hearing about Leo's plan, Phillip has drafted a lengthy document accusing Leo of bribing the local tennis league officials and is insisting that, if Leo seeks his removal, this document should be provided to all the shareholders.

They also have some hesitation regarding Inez's potential appointment to the board. Twelve months ago, while Inez was on a working holiday in the United States, working as a ski instructor in Colorado, she ran out of money. One day, while packing up the equipment from that day's lesson, she saw a credit card fall out of the purse of one of her wealthy clients. She did not say anything to her client. As soon as the client left, Inez picked up the credit card and used it to pay for meals, some new ski clothing, new skis and for a night out in Denver. She was later discovered to be using the card fraudulently. The courts convicted her of credit card fraud (a crime which is punishable by up to 5 years' imprisonment) but was only fined $500 because of mitigating circumstances.

Using relevant sections of the Corporations Act 2001 (Cth) (and any suitable cases) advise:

whether Phillip could be removed from the board and, if so, what the process would be

whether Inez could be appointed as a director

PLEASE PROVIDE WHICH SECTION IN CORPORATION ACT 2001 (Cth) APPLY IN THIS SCENARIO