1The absence of a quorum at a corporate meeting is a 'procedural irregularity' within s 1322(1)(b)(i) of the Corporations Act regardless of the substantive nature of the resolutions passed, the deliberateness of proceeding without quorum, or the purpose of the meeting — there is no warrant for reading additional words into the provision (following Whitehouse v Capital Radio Network Pty Ltd [2004] TASSC 12).
2Proceeding with an inquorate meeting to pass resolutions removing a managing director, in circumstances where the majority shareholders had made clear their opposition and non-attendance, and where the shareholders agreement entrenched majority control over the appointment of the managing director, constitutes substantial injustice under s 1322(2) sufficient to warrant a declaration of invalidity.
3Where a shareholders agreement unanimously executed by all shareholders expressly provides that it prevails over the constitution in the event of inconsistency, the quorum and other governance provisions of the shareholders agreement take precedence over conflicting provisions in the constitution.
