Question

QUESTION 18

1. At a Board meeting of Kindler Pty Ltd, the directors resolved to hold another Board meeting in a week's time to remove Tom as a director. Is this resolution procedurally flawed, if so, what is the primary reason?

   	A.	Yes - S. 203C makes it mandatory for directors to be removed by majority vote of members in company meeting, not directors in a directors meeting.
   	B.	Yes - S. 203D(2) states that at least 2 months' notice is required to be given to the company.
   	C.	Yes - S. 249H(3) requires 21 days' notice (or shorter if agreed by members) of a company meeting if the meeting is to consider and vote on a resolution to remove a director.
   	D.	Yes - A & C above.
   	E.	No - None of the above.

1 points   

QUESTION 19

1. What is the difference between a proprietary company limited by shares and a public company limited by shares?

   1. Public companies must have a secretary.
   2. A proprietary company must have a registered office and open to the public during business hours.
   3. A proprietary company is permitted to engage in public fundraising.
   4. A public company must always include the words “Proprietary Limited” or the abbreviation “Pty Ltd” after its name.
   5. A public company can have a single director.

   		A only.
   		A and C only.
   		A, C, D and E only
   		C, D and E only.
   		They are all correct.

1 points   

QUESTION 20

1. The scope of the board's power of management is determined by s. 198A. According to s. 198A:

   1. The directors are ultimately answerable to the shareholders.
   2. The business of the company is to be managed by or under the direction of the directors.
   3. The directors may exercise all the powers of the company except any powers that the Act or the company’s constitution requires the company to exercise in general meeting.
   4. The directors are authorised to delegate their managerial functions to employees and other persons within the company.

   Which of these statements is correct?

   		B only.
   		D only.
   		A and D.
   		B and C.
   		B, C and D.

Answer 1

Soluion:

18. B

19. A only is correct

20. B and C

Explanation:

18

B.S 203D(2) states that at least 2 month's notice in required to be given the company

19

Proprietary company

• Proprietary company must have at least 1 director
• It must have a registered office but does not have to open it to the public
• It Cannot do fund raising activities

Public Company

• Must have at least 3 directors
• Must have at least 1secretary
• mst have registered office and available to public during business hours
• A public company must always includes the words Public Limited not proprietary Limited

20.  

B. The business of the company is to be managed by or under the directors of the directors

C. The directors may excercise all the powers of he company except any powers that the Act or the company's constitution reqires the company to excercise in general meeting.

Section 198A(1) of the corporations Act 2001 that "the business of the company is to managed by or under the direction of the directors". Section 198(2) provides that "the directors may excercise all the powers of the company except any powers that this Act or the company's Constitution if any requires the company to excercise in general meeting.