Andrews v Queensland Racing Limited (2009) 74 ACSR 538

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  • William Andrews was one of five directors of Queensland Racing Ltd (“Racing“).
  • Queensland Racing Limited was a company limited by guarantee. Since 1 July 2006 it had been a “control body” under the Racing Act 2002 (Qld), responsible for the management of thoroughbred racing in Queensland.
  • Mr Andrews sought to be reappointed as a director of the business he had founded with 4 other directors. The constitution held that Mr Andrews must be considered alongside 3 other candidates. Instead, Mr Andrews was up against 25 other candidates.


  • The Queensland Supreme Court held that Racing’s constitution was not followed as Mr Andrews would have reasonably expected.
  • As a member of the company, Mr Andrews had a personal right to have the selection of directors conducted in the prescribed manner.
  • Infringement of that personal right cannot be ratified by the members of the company in general meeting or otherwise.

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