S, E and R are shareholders and directors of Z Pty Ltd (Company Z). Company Z owns a holiday house which it uses to rent out. Company’s constitution states that:
1. S is to be appointed as the company secretary for life
2. Each shareholder can use the property for 2 weeks. For S, it will be from 1-14 January.
It was found that January is usually the busiest month and therefore E&R voted (through special resolution) to change S’s usage to June. Constitution also requires users to keep the home clean after use. E does not clean the home and S always has to clean up. S complains to R about this.
E & R are getting annoyed with S. They called an extra ordinary shareholder’s meeting and voted to change the constitution by requiring appointment as company secretary to be appointed by directors. They then called a directors’ meeting to remove S as a secretary and director of the company.