Question
The constitution of Tropical Fruit Juice Pty Ltd presently states that the remuneration of members of the board of directors is to be approved at
The constitution of Tropical Fruit Juice Pty Ltd presently states that the remuneration of members of the board of directors is to be approved at general meetings. The board of directors of Tropical Fruit Juice Pty Ltd want to change the companys constitution to allow a remuneration committee to recommend the amount of remuneration to be paid to board members. The board calls a general meeting to pass a special resolution to change the companys constitution in this way. Joan (who owns 25% of the shares in the company) receives a verbal notice of the meeting (via an online messaging application) 5 days before the meeting, but she did not end up attending the meeting because she was on holiday in rural Queensland and she did not have internet access. The resolution is passed by all shareholders present at the meeting. Joan objects to the change in the company's constitution because she thinks that director remuneration should be monitored by members at general meetings, and she wants to know whether the special resolution can be challenged.
The company constitution does not contain any rules about the amount of notice that members must be given before a meeting or the type of notice that is required.
Advise Joan whether she can challenge the special resolution, and if so, how?
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