Beta Builders Ltd (BBL) is a medium sized building company. BBL was incorporated 15 years ago by Charles Cook and Denise Downs, who were the original directors and shareholders. Five years ago, they decided to ‘grow’ the company by increasing the share capital of BBL and then sold 73% of the total shares in BBL to Alpha Holdings Ltd.
Charles and Denise retained the remaining 27% of shares and also remained as directors. At the time Alpha Holdings Ltd attained its interest in the company, Eric Evans and Frank Foote were appointed as directors of BBL. Both Eric and Frank are also directors of Alpha Holdings Ltd. The fifth director is Geraldine Green, who is a partner at a local law firm. The total assets of BBL are $12 million.
BBL does not have a constitution.
Geraldine Green has suggested to the board that the company should adopt a constitution to modify certain provisions of the Companies Act 1993. Charles and Denise are unsure of the possible advantages to them that a constitution may provide. Advise Charles and Denise of any three provisions of the Act that may be beneficially modified by a constitution. Give reasons for your advice.