The board calls a snap members’ meeting to be held 14 days later on 16 February 2018. The notice of meeting does not contain the information booklet or the purpose of the meeting. The meeting is held at a conference centre in Perth (which is unusualas normally the meetings are held in Sydney). The board undertakes this action to ensure that the attendance at the meeting is very low, and voting is done mainly by undirected proxies (controlled by the Chairman, as is usual for undirected proxy voting). At the meeting, the Chairman refuses to allow any of the members of the shareholder group to speak and the resolutions are defeated after the Chairman votes the undirected proxies. The Chairman then proposes, as a matter of special business (which was not detailed on the notice of meeting), an alteration of the company’s constitution in the following manner:
● all future meetings that are requisitioned by members will require board prior approval and 6 months notice; and
● dividends will be suspended for the next 12 months to fund internal growth in the company.
The constitutional alteration was passed by a special majority of shareholders present and entitled to vote at the meeting. Investors (including Shareholders United) are furious and want to challenge the outcome of the extraordinary members’ meeting and its constitutional alteration.
You are retained by the Shareholders United and have been asked to put together a brief outline of whether the board’s conduct in calling and conducting the members’ meeting, including the constitutional alteration, was valid: in other words, does the law permit the board to do these things.