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Michael, John and Sam are the directors of the MJS  popup pty ltd

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Michael, John and Sam are the directors of the MJS  popup pty ltd. The company construction provides that the minimum quorum for a directors meeting is two. Late one evening, Michael and John have a discussion over dinner at a restaurant and the decide that MJS pop up pty ltd should set up a franchise business model. Michael had sent Sam a text message just before the meeting to advice that they were going to discuss a major potential opportunity and asked whether she wanted to join them, but she said no because it was late at night.

The next morning John instructs the company spoliators to draw up a franchise agreement. No further discussion with Sam take place, As John believes that he and Michael have made a valid discussion as the company over dinner

is John correct that valid meeting has been held? could S1322 be used to address any issue?