Digitup NL has a constitution that does not repeal any of the replaceable rules of the CA but does provide for two additional matters:

(i) an objects clause provides that "the company's activities are restricted to the exploration and extraction of gold and silver".

(ii) another clause provides: "Gary Granite is to be the company's Senior Geologist at a salary of $200,000 pa".

The directors of Digitup NL have decided to ignore the constitution and to carry out the following actions:

to operate a tourist business in outback Australia and to that end the company has contracted with Dodgy Pty Ltd for the purchase of 2 buses.

to sack Gary Granite as senior geologist.

Required

(a) Digitup NL refuses to pay Dodgy Pty Ltd for the buses, arguing that it has no legal capacity to operate a tourist business and that Dodgy would have known this limitation from its name.

Advise Dodgy Pty Ltd.

(b) Gary Granite writes to Digitup NL claiming he cannot be sacked under the company's constitution. He is told he has no contract but he buys some shares in Digitup NL and writes again, this time claiming he has a contract.

Advise Digitup NL.

(c)Advise the directors of Digitup NL if they can amend the constitution? If not, what is the proper process?

[Note:You do not have to consider whether the directors have breached their duties when answering this question.]