XYZ Ltd has 1000 members and it has adopted a constitution. Matt is one of the directors of XYZ Ltd. Matt has made a gift of $10,000 to his wife, Melissa out of the Company's funds and he also throws lavish parties for friends at the cost of the company, against the wishes of the other directors. Harry, Barry and Kerry are the other directors of the company. They are unhappy with Matt. The Company's constitution states that the directors are appointed for 15 years. The directors call for a special meeting of the company to consider possible changes to the Company's constitution. The meeting is set for 19 October and the notices of the meeting are sent on 1 October. Due to a technical fault in the Company's computer, only 600 members have been notified. The notice stipulates the date, time and venue of the meeting. The notice also indicates that the meeting will consider the following changes to the constitution:

(i) Removal of Matt as company's director

(ii) Issue of bonus shares to the existing shareholders

(iii) Creation of a new class of shares with a dividend of 15%.

Only 100 members turn up for the meeting. Matt is unhappy with the resolutions.

(a) Advise the directors about the validity of the meeting and the resolutions.

(b) Explain the legal requirements, if XYZ Ltd wants to proceed with the alterations to the constitution.