Problem 1: In what circumstances would you advise a proprietary company to adopt a constitution?
Problem 2: Explain how a company's constitution can be changed.
Problem 3: Susie is a director of BB Promotions Pty Ltd (BB Promotions). BB Promotions was registered on 8 August 2007. No constitution has been adopted and no relevant special resolutions have been passed. BB Promotions trades in Melbourne and Perth. Susie lives in Melbourne. She recently travelled to Perth for a meeting of the board of directors. She submitted receipts for these expenses but, even after repeated attempts, she cannot get the company secretary or the board to authorise payment. Susie had always assumed that these expenses would be reimbursed, but she had never actually discussed this with her fellow directors. What legal remedy (if any) does Susie have?