sBLAW20001

CORPORATE LAW 2020

TUTORIAL 4 (WEEK 5)

MEMBERS’ MEETINGS AND DECISION

MAKING

TEACHING STAFF

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2020
STUDENT
CONSULTATIO
NS
Julian Panetta – Subject Coordinator
julian.panetta@unimelb.edu.au

Kayla Milone – Coordinating Tutor

kayla.milone@unimelb .edu.au

Janette Nankivell
janetten@unimelb.edu.au

Glendon Coote
g.coote@unimelb.edu.au

Rebecca Catterwell
rebeccea.catterwell@unimelb.edu.au

Kit
Le
e
kit.
lee
@
uni
me
lb.
ed
u.a
u

Monday: 2:15 – 3:15 (G27)

Tuesday: 11:00 – 1:00 (221) Wednesday:
11:00 – 12noon, 2:15 – 3:15 (G27)
Thursday 9:00 –
10:00, 12noon – 1:00
(G29) Friday 12noon –
1:00 (G29)

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TUTORIAL 4 (WEEK 5): MEMBERS’ MEETINGS AND
DECISION MAKING

ASSUMED READING In addition to the reading for Weeks 1 - 3

- Members’ meetings: [8-001 – 8-220]
- Setting the agenda, notice and the conduct of the meeting: [8-240 –
8320]
- Member voting: [8-400 – 8-420; 8-480]
- Decision making without meetings: [8-500 – 8-540]
- Irregularities: [8-600 – 8-680]
- Restrictions on member decision making: [9-001 – 9-260]

INSTRUCTIONS Please attempt questions 1 and 2 below and have them ready to discuss
during the tutorial.
One or more aspects of this tutorial may me
relevant to your assignment….*wink* which is
due next week. Please see Canvas for more
information.

Upon completion of today’s tutorial and on the

assumption that you have completed all the
reading for Weeks 1-4, you have everything you
need to complete the assignment….aim high!

Please remember to bring your textbook to each

class so you become familiar with how to use the
text and refer to the legislation.

If you have any questions about how to

structure your answers or need help with
“IRAC”, please speak to your tutor or refer to
the material on our Canvas site.

Good luck! 😊😊

TUTORIAL 4 (WEEK 5): MEMBERS’ MEETINGS AND

DECISION MAKING

QUESTION 1

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Kit and Kat, the two directors of Kit Kat Pty Ltd, decide to call an
extraordinary general meeting of the company's shareholders to discuss a
proposal to alter the company's constitution.

Kit and Kat between them own 70% of the shares in the company. The
remaining 30% of shares are held by a large number of shareholders
including Lumini, who owns 9%.

Kit and Kat send all shareholders a notice of the meeting to take place in 20
days’ time. Lumini is away in Europe at the time and doesn’t receive it. The
meeting is held and the resolution altering the constitution is passed
unanimously.

Lumini is very upset when she discovers what has occurred at the meeting,
as she would have voted against the proposed alteration.

Advise Lumini of any action she can take.

The general requirements notice is 21 days, Kit and Kat only provided 20
days. According to section 1322 [2], as Lumini did not receive the notice of
meeting and it was sent without the sufficient 21 days, she can apply to the
court claiming injustice, and the court can attempt to resolve the issue or
order the proceeding invalid.

Would your answer be different if the resolution passed by the meeting is

that the majority shareholders have the right to compulsorily acquire the
shares of anyone holding less than 10% of the company’s share capital?

QUESTION 2

Wendy is a holder of 20% of the shares of Murdoch Industries Ltd, a

newspaper publisher.

Members of the Murdoch family control 40% of the shares, and the other
40% are widely held in very small shareholdings.

The company’s directors are Rupert, James and Lachlan.

Wendy is unhappy with the way in which the company is being run.

Can she call a meeting of the company to propose that a new board be
elected? If so, how?

Wendy is a member not a director

She can, however she needs a requisition of at least 5% of the members

(s249D), company pays. Directors will be forced to call a meeting in 21 days
and hold it in 2 months

She could also call one herself (s249F), however she pays

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She has enough power to ask to put it on the agenda as she has 20% (s249N)

There must be a proper purpose (s249Q) – is it within the voting rights of

the shareholders? (NRMA vs Parker) (NRMA vs Scandreff)

Can she call a meeting to propose a resolution that the company only use
recycled paper for its newspapers?

It is dependent on whether decided the company uses recycled newspapers

falls under the decision-making powers of the members.

No, she cannot call a meeting as this is a day to day management decision to
be made by the directors (198A), see Automatic Self Cleansing case example

No proper purpose

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