Andrews v Queensland Racing Limited (2009) 74 ACSR 538

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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