Problem
The shareholders of Zedzee Pty Ltd are Sufyaan (10 shares), Shahedah (10 shares), Hilton (10 shares) and Sue (10 shares). The directors are Sufyaan and Shahedah. Upon registration, Zedzee adopted a constitution that replaces all the replaceable rules. Clause 10 of the constitution provides: The maximum number of directors shall be three. Clause 11 of the constitution provides: Directors can remove other directors from office by majority vote, except that Shahedah can only be removed by members' resolution approved by 95 per cent of the members voting.
1. Sue is dissatisfied with the way Sufyaan and Shahedah are running the company. She wants to alter clause 10 of the constitution to say that there can be four directors. Can she do this? If so, how?
2. Can Sue amend the constitution to remove clause 11? If this occurred, could Sufyaan enforce clause 11 pursuant to s 140 of the Corporations Act?
3. Sufyaan and Shahedah are annoyed about Sue's plans regarding the constitution and want to remove her as a shareholder. Could they alter the constitution to allow the company to compulsorily acquire her shares at a stated price?
4. Hilton is concerned that Sue might sell her shares to a competitor. If the competitor owned the shares, Hilton is concerned this may adversely impact Zedzee's business. He proposes altering the constitution to provide that shareholders cannot sell their shares to anyone in competition with the company. Would such an alteration be enforceable?