Question: 4. Alpha Ltd (the company) is a private tutorial college. Alec, Christine and Barry are the only directors and shareholders of the company, each owning

4. Alpha Ltd (the company) is a private tutorial college. Alec, Christine and Barry are the only directors and shareholders of the company, each owning 100 shares. In addition, Alec has been appointed the managing director. The Articles of Association of the company contain the following clauses: (a) In the event of a resolution being proposed at any general meeting of the company for the removal from office of any director, any shares held by that director shall carry the right to three votes per share. (b) Jake shall be the company secretary. (c) The managing director, Alec, shall have the power to veto any board decision relating to the teaching of any new course at the college. In addition, there is a shareholders agreement signed by the company and all of the shareholders that the company will not increase its share capital unless all of the parties to the agreement give their consent. At a recent board meeting, Alec tried to exercise his veto after the board decided that the college should offer a new course but Christine and Barry ignored Alecs veto. They then called a general meeting which passed a resolution ratifying the decision of the board. The company will need to raise additional capital to run the course but Alec has stated that he will not consent to any increase in the companys share capital. Christine and Barry are now considering calling another general meeting to remove Alec as a director. Jake acted as the company secretary but has since been removed. Advise Alec and Jake whether they can rely on any of the above Articles of Association.

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