Homework Question - Company Directors and Amending Constitution at AGM

[Shivam]

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 favour.

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?

 

[Rod]

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?

 

[Jason1993]

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?

 

[blokeintherealworld]

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?

 

[Jason1993]

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?

 

[Jason1993]

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.

 

[Jason1993]

Since it is greater then majority I am so confused

 

[Jason1993]

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]

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

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