Dragon Boat QUeensland Inc v Blair Gamble

Dragon Boat Queensland Inc (DBQ) and Blair Gamble were the parties in proceedings before the Supreme Court of Queensland. The dispute concerned the validity of a resolution passed by DBQ at its annual general meeting (AGM) on 27 November 2021, which purported to remove Mr Gamble as a director of DBQ. Mr Gamble challenged the validity of this resolution, alleging it was passed in contravention of DBQ's constitution and the *Corporations Act 2001* (Cth).

The primary legal issue before the Court was whether the resolution to remove Mr Gamble as a director was validly passed. This required the Court to determine whether DBQ had complied with its own constitution, specifically regarding the procedures for removing a director, and whether any provisions of the *Corporations Act 2001* (Cth) were relevant to the validity of the resolution. The Court also considered whether the meeting itself was properly convened and conducted according to the rules.

Justice Tracey Berger found that the resolution to remove Mr Gamble was invalid. Her Honour reasoned that DBQ's constitution stipulated specific notice requirements for resolutions to remove a director, which had not been met. The notice provided to members did not clearly indicate that a resolution to remove a director would be proposed, nor did it specify the director to be removed. Consequently, the meeting's proceedings, including the vote to remove Mr Gamble, were conducted in a manner that contravened the governing rules of the organisation. The Court applied principles of corporate governance and statutory interpretation to conclude that the procedural defects rendered the resolution void.