NRMA Ltd & Ors v Heydon

The dispute in *NRMA Ltd & Ors v Heydon* concerned the validity of certain resolutions passed at a general meeting of NRMA Ltd. The applicants, NRMA Ltd and its directors, sought to restrain the respondent, Mr. Heydon, from acting on resolutions passed at a general meeting that purported to remove directors and appoint new ones. The matter came before the High Court of Australia.

The central legal issue before the High Court was whether the resolutions passed at the general meeting were validly made and, consequently, whether the directors purportedly removed by those resolutions had ceased to hold office. This involved an examination of the company's constitution and the Corporations Act 2001 (Cth) concerning the powers of shareholders to remove directors and the procedures required for such actions.

The High Court considered the provisions of the company's constitution and the Corporations Act relating to the removal of directors. It was held that the resolutions were invalid because they did not comply with the specific requirements for the removal of directors as stipulated in the company's constitution and the Act. The Court emphasised the importance of adhering to the prescribed procedures for corporate governance, particularly when exercising fundamental shareholder powers such as the removal of directors. The Court found that the meeting had not been properly convened or conducted in accordance with the company's rules and the relevant legislation, rendering the resolutions ineffective.