What must a member prove in order to bring a claim for unfairly prejudicial conduct?

To bring a claim for unfairly prejudicial conduct, a member must demonstrate that the actions of the company are negatively affecting their rights as a member. This is in line with the legal definition of unfairly prejudicial conduct, which focuses on the harm or disadvantage experienced by members as a result of company actions. Such conduct may include decisions made by the directors that disproportionately affect certain members or the overall functioning of the company, thereby infringing on a member's rights or interests.

The requirement emphasizes protecting members from oppressive or unfair treatment within the company's governance. Proving that the company's actions negatively impact these rights initiates the legal process to rectify the situation, allowing the affected member to seek remedies such as changes in company governance, compensation, or other forms of relief.

The other options do not align with the necessary criteria for such claims. While actions being legally justified, approval of management decisions by shareholders, and the company having sufficient financial resources are relevant aspects of corporate governance, they do not directly address the issue of unfair prejudice against members, which is central to this type of claim.