Question: Explorer Pty Ltd (Explorer) was incorporated in 2002 without a constitution. Explorer was started by the Archer brothers and John Atherton to help people engage

 Explorer Pty Ltd (Explorer) was incorporated in 2002 without a constitution.

Explorer Pty Ltd (Explorer) was incorporated in 2002 without a constitution. Explorer was started by the Archer brothers and John Atherton to help people engage in exploring activities. Over the years the shares have changed hands, but the purpose and constitution have not altered. In 2021, there are 3 directors, all shareholders: Patrick Logan, Managing Director; Allan Cunningham, Director of Botany, and Matthew Flinders, Director of Sailing. There are 35 other shareholders, including William Landsborough (William). William comes to you for advice on amending the constitution of Explorer. William says proudly that he "has 55% of the member vote in the bag and confident of perhaps 5% more". William is unhappy how meetings are run and has a long detailed process he wants to insert into the constitution. He believes that by putting this procedure in the constitution, then if the directors breach the meeting procedure, then members could use the statutory contract to sue directors. William also wants to empower the company to be able issue fines on directors if they fail to follow the meeting procedure. Advise William on the legal consequences that arise in the above facts, limiting yourself to content covered in lectures 1, 2, and 3 of semester, tutorials 1, 2 and 3, and HRS chapters 1 through to 6 inclusive. Explorer Pty Ltd (Explorer) was incorporated in 2002 without a constitution. Explorer was started by the Archer brothers and John Atherton to help people engage in exploring activities. Over the years the shares have changed hands, but the purpose and constitution have not altered. In 2021, there are 3 directors, all shareholders: Patrick Logan, Managing Director; Allan Cunningham, Director of Botany, and Matthew Flinders, Director of Sailing. There are 35 other shareholders, including William Landsborough (William). William comes to you for advice on amending the constitution of Explorer. William says proudly that he "has 55% of the member vote in the bag and confident of perhaps 5% more". William is unhappy how meetings are run and has a long detailed process he wants to insert into the constitution. He believes that by putting this procedure in the constitution, then if the directors breach the meeting procedure, then members could use the statutory contract to sue directors. William also wants to empower the company to be able issue fines on directors if they fail to follow the meeting procedure. Advise William on the legal consequences that arise in the above facts, limiting yourself to content covered in lectures 1, 2, and 3 of semester, tutorials 1, 2 and 3, and HRS chapters 1 through to 6 inclusive

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