A company's constitution may create mandatory dividend rights that are payable without any directorial declaration, where the constitution specifies the right to receive a dividend, the amount, and the date for payment. The expression 'profit available for dividend purposes' in such a provision refers to net profit undiminished by discretionary directorial decisions to capitalise, reserve or carry forward profits. Directors who adopt contractual constraints (such as loan covenants restricting dividends) as a calculated means of defeating a minority shareholder's constitutional dividend rights engage in oppressive conduct within s 232 of the Corporations Act. Equity's rectification jurisdiction does not extend to a company's constitution, notwithstanding statutory developments since the leading authorities. A court order under s 233(1)(b) specifying a past date for modification of a constitution is not invalid, but s 137(b) causes the modification to take effect only from the date of the order.
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