QUESTION 1 [Total = 20 marks] Brad and Jen are husband and wife. Five years ago, Brad and Jen, together with their friend, Angie, set up a company called Organics Farm Pty Ltd (Organics Farm) to operate an organic farming business in Queensland. The three of them met at the University where Brad and Jen were each completing a degree in agriculture and Angie a degree in commerce. All three have a passion for organic produce. When they set up the company after completing their university studies, it was agreed by the three of them that they would have equal shares in the company and that they would all be directors. It was also agreed that Brad and Jen would be responsible for the day to day running of the farm whilst Angie would be responsible for the finances and the marketing and sale of the organic produce. The business has been running successfully and it now has a strong market presence throughout Australia. During one of Organic Farm's board meetings, Angie proposed that they look towards expanding into the Asian market. Angie explained that she had done some research and that her investigations showed there was a demand for organic produce. She suggested using the company's surplus funds to conduct further market research into the export market. Brad and Jen voted against this proposal because they wanted to use the surplus funds to donate to the local school to build a swimming pool which Brad hoped would be named after his grandfather. Angie queried whether this was an appropriate use of corporate funds given that the demand for organic produce was just starting to grow in Asia and that Organics Farm could really capitalise on this growing demand. But Angie's concerns were dismissed by Brad and Jen. Shortly after this board meeting, Brad and Jen called a general meeting of Organic Farm's shareholders and a resolution was passed removing Angie as a director. In the next board meeting, Brad and Jen resolved to increase directors' remuneration and to stop paying dividends. (a) What action can Angie take against Brad and Jen in relation to the donation of funds to the local school? Angie believes that there has been a breach by Brad and Jen of their common law and statutory duty to act in good faith, in the best interests of the company and for a proper purpose. (10 marks) (b) What action can Angie take against Brad and Jen for the non-payment of dividends? (10 marks)