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Homework Question - Company Directors and Amending Constitution at AGM

Discussion in 'Australian Law School Homework Questions' started by Shivam, 10 May 2015.

  1. Shivam

    Shivam Member

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    Company directors called the AGM. All shareholders (G,M,E) did turn up. Director L put forward a resolution to members that the company constitution should be changed and the clause that guaranteed Director P a life time position as a research scientist should be removed. All shareholders voted in favor.

    Director P refused to count the votes of shareholders M and E on all other resolutions at the meeting. P as research scientist before she became a director in the company.

    Can Director P bring any action against the company for the resolution passed at AGM?
     
    Jason1993 likes this.
  2. Rod

    Rod Well-Known Member

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    Are there different classes of shares? Are all shareholders entitled to vote at the AGM?

    What reason did Director P give for not counted votes of shareholders M and E?

    Does director P hold the majority of votes?
     
  3. Jason1993

    Jason1993 Active Member

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    Shivam I am looking for the same solution.
    They did not give the director 21 days notice... So I am a little confused. Is that something Director P could use against the resolution. But then again majority of shareholders voted, plus it is an AGM. However do they have the right to vote Director P out for no reason?
    Have you managed to get through this question yet?
     
  4. blokeintherealworld

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    according to s249h, resolution to remove a director does not apply if shorter notice was given unless notice is given at least 21 days.

    it looks like M and E are minority shareholder. i couldn't find the legislation against minority shareholders as i pretty sure ordinary resolution requires 50% majority shareholders?
     
  5. Jason1993

    Jason1993 Active Member

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    I had the same thing - since it was under 21 days - s 249 H.
    Neither - I am looking now. Have you had any luck yet?
     
  6. Jason1993

    Jason1993 Active Member

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    I found this. Formal resolutions at AGMs and general meetings are either: – ordinary resolutions that require being passed by a majority of votes cast by members entitled to vote, or – special resolutions that require specific notice to be given (s 249L(1)(c)) and being passed by at least 75 per cent of votes cast by members entitled to vote.
     
    Shivam S likes this.
  7. Jason1993

    Jason1993 Active Member

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    Since it is greater then majority I am so confused
     
  8. Jason1993

    Jason1993 Active Member

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    Okay... JUST realised she isn't getting removed it says constitution should be changed and the clause that guaranteed Director P a life time position as a research scientist should be removed
     
    Shivam S likes this.
  9. Shivam S

    Shivam S Member

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    True thats why all sections about removal of directors also does not apply over here. @Jason1993
     

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