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EXHIBIT 3.1
Corporations Law
A Company Limited by Shares
MEMORANDUM OF ASSOCIATION
OF
Securitisation Advisory Services Pty. Limited
1. The name of the Company is "Securitisation Advisory Services Pty.
Limited".
2. The Liability of the members is limited.
3. The capital of the Company is one million dollars ($1,000,000) divided
into one million (1,000,000) shares of one dollar ($1) each with power to
increase or reduce such capital. Such shares and any other shares of which
the capital of the company may from time to time consist may be divided
into different classes and may bear such preference, guarantee, privileges
and rights and be subject to such disabilities between themselves as shall
be determined by or in conformity with the contracts and articles of the
company existing from time to time.
4. The full names, addresses and occupations of the subscribers hereto and
the number of shares they respectively agree to take are:
NAME, ADDRESS AND OCCUPATION. NUMBER OF SHARES.
John Charles Andrews
74 Kambora Avenue, One (1)
Davidson, N.S.W. 2085 Redeemable Preference Share
Accountant
Colin Marcus Andrews
21/24 Rangers Road, One (1)
Neutral Bay, N.S.W. 2089 Redeemable Preference Share
Accountant
1
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The subscribers are desirous of being formed into a Company in pursuance of this
Memorandum of Association and we respectively agree to take the number of shares
in the capital of the Company set out opposite our respective names in the
last preceding paragraph hereof.
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Subscribers' Signatures Witness' Signature
Full Name and
Address
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/s/ John Charles Andrews /s/ Jacqueline Andrews
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John Charles Andrews Jacqueline Andrews
74 Kambora Avenue,
Davidson, N.S.W. 2085
/s/ Colin Marcus Andrews Witness to both
------------------------------- signatures
Colin Marcus Andrews
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Dated 7th April, 1994
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ARTICLES OF ASSOCIATION
INDEX ARTICLES
PRELIMINARY CLAUSES 1-2
PROPRIETARY COMPANY 3
SHARES 4-7
TRANSFER OF SHARES AND RESTRICTIONS THEREON 8-11
ALTERATION OF CAPITAL 12-13
BORROWING POWERS 14-17
GENERAL MEETINGS 18-24
APPOINTMENT, SHARE QUALIFICATION AND
RENUMERATION OF DIRECTORS 25-29
THE DISQUALIFICATION OF DIRECTORS 30-31
PROCEEDINGS OF DIRECTORS 32-39
THE SEAL 40
CHEQUES, BILLS OF EXCHANGE ETC 41
POWERS OF DIRECTORS 42
LOCAL MANAGEMENT 43
THE SECRETARY 44
RESERVES 45
ACCOUNTS 46
DIVIDENDS 47-51
CAPITALISATION OF PROFITS 52
NOTICES 53-57
WINDING UP 58
INDEMNITY 59
SECRECY 60
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SPECIAL RESOLUTION
That the Articles of Association of the Company be altered by inserting the
following new Article 2A:-
"2A Notwithstanding anything herein contained, the following Articles
shall apply to the Company in lieu of Articles 1, 2 and 3 to 98 during any
period when Commonwealth Bank of Australia is the sole member of the
Company:-
PRELIMINARY CLAUSES
1. In these Articles where the context admits:-
(a) "these Articles" means these Articles as altered or added to from
time to time.
(b) "Law" means the Corporations Law, as amended or re-enacted from time
to time, and a reference in these Articles to a provision of the
Corporations Law shall be read as a reference to the provision as
amended or re-enacted from time to time.
(c) "CBA" means Commonwealth Bank of Australia.
(d) "the Company" means Securitisation Advisory Services Pty. Limited
(e) "Director" includes an Alternate Director.
(f) "The Directors" or "the Board" means the whole or any number (not
being less than a quorum) of the Directors present at a duly
convened meeting of Directors.
(g) "Member" means a person who is registered as such in the Register.
(h) "Month" means calendar month.
(i) "Office" means the registered office for the time being of the
Company.
(j) "Person" and words importing persons include partnerships,
associations, corporations and companies.
(k) "Register" means the Register or Registers of Members kept pursuant
to the Corporations Law.
(l) "Seal" includes the Common Seal of the Company and (where permitted
by the Corporations Law) the Official Seal or Duplicate Seal.
(m) "Secretary" or "the Secretary" means any Secretary of the Company
(if more than one is appointed) and includes any person appointed by
the Board to perform all or any of the duties of Secretary.
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(n) "Year" means calendar year.
(o) "In writing" or "written" includes printing, lithography and other
means of representation or reproducing words in a visible form.
(p) Words importing the singular number include the plural number and
vice versa.
(q) Words importing any gender include all other genders.
(r) Any words or expressions defined in the Corporations Law shall bear
the same meaning in these Articles unless the contrary intention
appears or such word or expression is otherwise defined herein.
2. The regulations contained in Table A in Schedule 1 to the Corporations Law
shall not apply to the Company.
PROPRIETARY COMPANY
3. The Company is a proprietary company and accordingly:-
(a) the number of members for the time being of the Company (exclusive
of persons who are in the employment of the Company and of persons
who, having been formerly in the employment of the Company, were,
while in that employment and have continued after the determination
of that employment to be, members of the Company) is not to exceed
fifty.
(b) any invitation to the public to subscribe for, and any offer to the
public to accept subscriptions for any shares or debentures
debenture stock bonds or any other securities of the Company whether
constituting a charge on the assets of the Company or not is hereby
prohibited.
(c) any invitation to the public to deposit money with, and any offer to
the public to accept deposits of money with, the Company for fixed
periods or payable at call whether bearing or not bearing interest
is hereby prohibited.
(d) the right to transfer shares is restricted as hereinafter provided.
SHARES
4. The shares including any new shares on an increase of capital shall be
under the control of the Directors who subject to the provisions of these
Articles and the Corporations Law may allot or otherwise dispose of the
same to such persons, at such times, and on such terms and conditions and
either at a premium or otherwise as they think fit, with full power at any
time to give the call, at par or at a premium, on shares in the Company's
capital and in such cases and on such terms and conditions and in such
manner as they think fit, but no shares will be issued to transfer a
controlling interest in the Company without the prior approval of the
members in general meeting.
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5. The Company shall be entitled to treat the registered holder of any share
as the absolute owner thereof and accordingly shall not except as ordered
by a Court of competent jurisdiction or as by Statute required be bound to
recognise any equitable or other claim to or interest in such share on the
part of any other person.
6. Every person whose name is entered as a member in the Register shall be
entitled without payment to one certificate for all his shares. Every such
certificate shall be in such form consistent with Section 1087 of the
Corporations Law as the Directors may prescribe and shall be sealed,
signed and countersigned in the manner allowed by Article 40 hereof. Every
such certificate shall specify the number of shares in respect of which it
is issued.
7. Whenever any law for the time being of any country, state or place imposes
or purports to impose any immediate or future or possible liability upon
the Company to make any payments or empowers any Government or Taxing
Authority or Government Official to require the Company to make any
payment in respect of any shares registered in any of the Company's
registers which are held either jointly or solely by any member or in
respect of any interest, dividends, bonuses or other moneys due or payable
or accruing due or which may become due or payable to such member by the
Company on or in respect of any shares registered as aforesaid or for or
on account or in respect of any member and whether in consequence of:-
(a) the non-payment of any income tax or other tax by such member;
or
(b) any assessment of income tax against the Company in respect of
interest or dividends paid or payable to such member; or
(c) any other act or thing;
the Company in every such case:-
(i) shall be fully indemnified from all liability by such member; and
(ii) shall have a right of set-off against all dividends, bonuses and
other moneys payable in respect of the shares registered in any of
the Company's registers as held either jointly or solely by such
member for all moneys paid or payable by the Company in respect of
the same shares or in respect of any dividend, bonus or other money
as aforesaid thereon or for or on account or in respect of such
member under or in consequence of any such law together with
interest thereon at the rate and for the period aforesaid and may
deduct or set-off against any such dividend, bonus or other moneys
payable as aforesaid any moneys paid or payable by the Company as
aforesaid together with interest as aforesaid; and
(iii) may recover as a debt due from such member any moneys paid by the
Company under or in consequence of any such law and interest thereon
at the rate and for the period aforesaid in excess of any dividend,
bonus or other moneys as aforesaid then due or payable by the
Company to such member.
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TRANSFER OF SHARES AND RESTRICTIONS THEREON
8. No transfer shall be registered unless a proper instrument of transfer
duly stamped (if necessary) is delivered to the Company. The instrument of
transfer of any shares in the Company shall be signed by or on behalf of
the transferor and the transferee and the transferor shall be deemed to
remain the holder of such shares until the name of the transferee is
entered in the Register in respect thereof.
9. The instrument of transfer of any shares shall be in writing in the usual
or common form or in such other form as the Board may approve.
10. The Directors may in their absolute discretion refuse to register any
transfer of a share without assigning any reason or grounds therefore.
11. Every instrument of transfer shall be left at the office for registration
accompanied by the certificate for the shares to be transferred and such
other evidence as the Directors may require to prove the title of the
transferor or his right to transfer the shares, the due execution of the
transfer and the due compliance with all relevant statutes relating to
stamp duty. All instruments of transfer which are registered shall be
retained by the Company but any instrument of transfer which the Directors
may decline to register shall on demand be returned to the person
depositing the same.
ALTERATION OF CAPITAL
12. The Company may from time to time by resolution:
(a) Increase the share capital by such sum to be divided into shares of
such amount as the resolution shall prescribe.
(b) Consolidate and divide all or any of its share capital into shares
of larger amount than its existing shares.
(c) Subdivide its shares or any of them into shares of smaller amount
than is fixed by the Memorandum; so however that in the subdivision
the proportion between the amount paid and the amount (if any)
unpaid on each reduced share shall be the same as it was in the case
of the share from which the reduced share is derived.
(d) Cancel shares which at the date of the passing of the resolution in
that behalf have not been taken or agreed to be taken by any person
or which have been forfeited and diminish the amount of its share
capital by the amount of the shares so cancelled.
13. The Company may reduce its share capital, any capital redemption reserve
fund or any share premium account in any manner and with and subject to
any incident authorised and consent required by law. Except as allowed by
Section 191 of the Corporations Law, any such reduction shall only be made
by special resolution.
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BORROWING POWERS
14. Subject as hereinafter provided and to any statutory or other legal
requirements, the Directors may from time to time at their discretion
borrow, raise or secure the payment of any sum or sums of money for the
purposes of the Company.
15. The Directors may secure the repayment of such sum or sums of money in
such manner and upon such terms and conditions in all respects as they
think fit and in particular by the issue of bonds, perpetual or
redeemable, debentures or debenture stock or any mortgage, charge or other
security on the undertaking or the whole or any part of the property of
the Company (both present and future) including its uncalled capital for
the time being.
16. Debentures, debenture stock, bonds or other securities may be made
assignable free from any equities between the Company and the person to
whom the same may be issued or the holder for the time being. Any
debentures, debenture stock, bonds or other securities may be issued at a
discount, premium or otherwise and with any special privileges as to
redemption, surrender and drawings.
17. Where any uncalled capital of the Company is charged all persons taking
any subsequent charge thereon shall take the same subject to such prior
charge and shall not be entitled by notice to members or otherwise to
obtain priority over such prior charge.
GENERAL MEETINGS
18. An annual general meeting of the Company shall be held in accordance with
the provisions of the Corporations Law.
19. Subject to the provisions of Section 246 of the Corporations Law, the
Directors may convene a general meeting whenever they shall think fit and
may determine the time and place of any general meeting which they
convene.
20. All general meetings other than the annual general meeting shall be called
extraordinary general meetings.
21. Subject to the provisions of the Corporations Law relating to special
resolutions and agreements for shorter notice, fourteen days' notice at
the least specifying the place, the day and the hour of meeting and in the
case of special business the general nature of that business shall be
given to the members.
22. All business shall be special that is transacted at an extraordinary
general meeting and also all that is transacted at an annual general
meeting with the exception of declaring a dividend, the consideration of
the accounts, balance sheets and the report of the Directors and auditors
and the appointment and fixing of the remuneration of the auditors.
23. CBA may, by resolution of its Board of Directors, authorise a specified
person to act as CBA's representative at any general meeting of the
Company.
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24. A minute signed by a representative of CBA authorised pursuant to Article
23 stating that any act, matter or thing, or any ordinary or special
resolution, required by the Law or by the Memorandum and Articles of the
Company, to be made, performed, or passed by or at a general meeting of
the Company has been made, performed, or passed, that act, matter or thing
or resolution shall, for all purposes, be deemed to have been duly made,
performed or passed by or at a general meeting of the Company."
APPOINTMENT, SHARE QUALIFICATION AND
REMUNERATION OF DIRECTORS
25. The number of Directors shall unless the Company in general meeting
otherwise resolves be not less than two (2).
26. (a) CBA at all times and from time to time shall have the right to
appoint the Directors of the Company and to nominate therefrom the
Chairman of the Board of Directors. Subject to the right of removal
under Article 26(b), any such appointment or nomination may be made
for such term or terms as CBA thinks fit. Notice in writing to the
Company signed by the Managing Director or Executive Director of CBA
or signed by any other person acting under the authority of the
Managing Director, whether express or implied, shall be conclusive
evidence of the appointment of Directors or nomination of the
Chairman of the Board of Directors and, where appropriate, of the
term or terms of such appointment or nomination.
(b) CBA may at any time and from time to time by similar notice remove
any Director and upon such removal or upon vacation of office of any
Director appointed by it appoint in the manner aforesaid another
Director in the place of the Director so removed or whose office is
vacated.
(c) Each Director appointed as aforesaid shall remain in office until
removed or until his office is vacated under Article 30 whichever
first happens.
27. A Director shall not be required to have any share qualification.
28. The continuing Directors may act notwithstanding any vacancy in their body
unless the number of Directors falls below two (2).
29. (a) A Director shall be entitled to such remuneration, if any, from the
Company for his service as director as the Company in general
meeting may from time to time determine. Any such remuneration shall
be deemed to accrue from day to day. In addition, the Company shall
pay all expenses properly incurred by the Directors in connection
with the business of the Company.
(b) A Director may hold any other office or place of profit (except that
of auditor) under the Company in conjunction with the office of
director and on such terms as to remuneration and otherwise as the
Company in general meeting may from time to time determine.
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THE DISQUALIFICATION OF DIRECTORS
30. The office of a Director shall ipso facto be vacated if he:-
(a) becomes bankrupt or suspends payment or compounds with his creditors
generally; or
(b) becomes of unsound mind or a person whose person or estate is liable
to be dealt with in any way under the law relating to mental health;
or
(c) by notice in writing to the Company resigns his office; or
(d) becomes prohibited from being a Director by reason of any order made
under the Corporations Law or ceases to be a Director by virtue of
the Corporations Law; or
(e) dies or is removed from office by CBA.
31. (a) No Director shall be disqualified by his office from holding any
office or place of profit under any company in which the Company
and/or CBA shall be a shareholder or otherwise interested or from
contracting with the Company either as vendor, purchaser, adviser,
consultant or otherwise nor shall any such contract or any contract,
transaction or arrangement entered into by or on behalf of the
Company in which any Director shall be in any way directly or
indirectly interested be avoided nor shall any Director be liable to
account to the Company for any profit arising from such office or
place of profit or realised by any such contract, transaction or
arrangement by reason only of such Director holding that office or
place of profit or of the fiduciary relations thereby established
but the nature of his interest must be declared by him at the
meeting of the Directors at which the contract, transaction or
arrangement is first taken into consideration if to his knowledge
his interest then exists or in any other case at the first meeting
of the Directors after the acquisition of his interest and the
relevant facts have come to his knowledge. If a Director becomes
interested in a contract, transaction or arrangement after it is
made or entered into the declaration of his interest shall after the
relevant facts have come to his knowledge be made at the first
meeting of the Directors held alter he becomes so interested.
(b) A Director may as a Director vote in respect of any contract,
transaction or arrangement in which he is in any way interested and
if be does so his vote shall be counted and be deemed to be as valid
for all purposes both at law and in equity as it would have been if
he had not been interested therein and such a Director may also
exercise all the authorities and powers of a Director under Article
40 in respect of the execution, signing and countersigning of any
deed or instrument or document constituting or in any way relating
to or affecting any contract, transaction or arrangement. A general
notice to the Directors by a Director to the effect that he holds a
certain office or position in, or is an officer, a member, a
director or an employee of any specified company, corporation or
firm (including CBA, Commonwealth Development Bank of Australia or
Commonwealth Savings Bank of Australia) and is to be regarded as
interested in any contract, transaction or arrangement which may
after the date of the notice be made with that company, corporation
or firm shall be deemed to be a sufficient declaration of interest
under this Article in relation to any contract, transaction or
arrangement so made or entered into but no such notice shall be of
effect unless either it is given at a meeting of the Directors or
the Director takes reasonable steps to ensure that it is brought up
and read at the next meeting of the Directors after it is given.
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PROCEEDINGS OF DIRECTORS
32. (a) The Directors may meet together for the despatch of business,
adjourn and otherwise regulate their meetings and proceedings as
they think fit. Unless the directors determine otherwise two
Directors shall be a quorum. A Director interested is to be counted
in a quorum notwithstanding his interest.
(b) Without limiting the discretion of the Directors to regulate their
meetings, the Directors may, if they think fit, confer by radio,
telephone, close circuit television or other electronic means of
audio or audio-visual communication and a resolution passed by such
a conference shall, notwithstanding that the Directors are not
present together in one place at the time of the conference, be
deemed to have been passed at a meeting of the Directors held on the
day on which and at the time at which the conference was held. The
provisions of these regulations regulating the proceedings of
Directors apply so far as they are capable of application and
mutatis mutandis to such conferences.
33. A Director may at any time and the Secretary upon the request of a
Director shall convene a meeting of the Directors.
34. Except in respect of the following matters which shall require a unanimous
vote of all Directors present at such meeting:-
(a) increases in the authorised or issued capital of the Company;
(b) variations in the proportion of capital held by any member;
(c) the admission of new members;
(d) declaration of dividends;
(e) such other matters as specified by a general meeting,
all questions arising at any meeting shall be decided by a majority of
votes and in the case of an equality of votes the Chairman shall have a
second or casting vote.
35. CBA at all times and from time to time shall have the right by notice in
writing to the Company signed in the manner provided for in Article 26 to
appoint any person to act as an Alternate Director in the place of any
Director named in that notice at all or any times or time when that last
mentioned Director is for any reason unable to attend or act personally
and at the discretion of CBA in the manner aforesaid to suspend or remove
any such Alternate Director and on such appointment being made the
Alternate Director shall (except is hereinafter provided) be subject in
all respects to the terms and conditions existing with reference to the
appointment of the Director of the Company whom he is appointed to
represent and each Alternate Director whilst acting in the place of the
Director whom he is appointed to represent shall observe and discharge all
the duties of such Director. Every person acting as an Alternate Director
shall be responsible to the Company for his own acts and defaults (if any)
and shall not be deemed to be the agent of the Director in whose place he
was appointed to act as Alternate Director. The presence of an Alternate
Director at a meeting of Directors or committee of the Directors duly
appointed pursuant to these Articles and the absence from such meeting of
the Director in whose place the Alternate Director was appointed to act
shall be conclusive evidence that such last mentioned Alternate Director
is entitled to attend and act at such meeting. An Alternate Director shall
not be entitled as such to receive any remuneration from the Company but
may be paid all expenses properly incurred by him in connection with the
business of the Company. An Alternate Director shall ipso facto vacate
office if and when the office of the Director in whose place he is
appointed to act as an Alternate Director is vacated.
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36. There shall be a Chairman of the Board of Directors nominated by CBA and
such Chairman shall continue in office until another shall be nominated as
aforesaid. The Chairman shall preside at each meeting of Directors and in
the case of his absence or refusal or incapacity to act then the Board
shall appoint one of the Directors present to be Chairman of such meeting.
37. The Directors acting unanimously may delegate any of their powers to
committees consisting of such member or members of their body as they
think fit. Any committee so formed shall in the exercise of the powers so
delegated conform to any regulations that may from time to time be imposed
on it by the Directors.
38. A resolution in writing signed by all the Directors shall be as valid and
effectual as if it had been passed at a meeting of the Directors duly
called and constituted. Any such resolution may consist of several
documents in like form each signed by one or more Directors. Provided that
for the purpose of this Article an Alternate Director appointed pursuant
to Article 35 and who would, if the resolution were passed at a meeting of
the Directors, be entitled to attend and act at that meeting shall be
deemed to be the Director in whose place be has been nominated as the
Alternate.
39. The Board shall cause minutes to be duly entered in books provided for the
purpose:
(a) of the names of the Directors present at each meeting of the
Directors and of any committee of Directors and of all declarations
made by Directors in accordance with the provisions of Section 231
of the Corporations Law;
(b) of all decisions made by the Directors and committees thereof;
(c) of all notices of appointment and removal or suspension given
pursuant to Articles 26 and 35;
(d) of all disclosures of interest under Article 31;
(e) of all resolutions and proceedings of general meetings and of
meetings of the Directors and committees including any resolution
pursuant to Article 38;
and any such minutes of any meeting of the Board or of any committee shall
be signed by the Chairman of such meeting or by the Chairman of the next
succeeding meeting and if purporting to be so signed shall be receivable
as prima facie evidence of the matters stated in such minutes.
THE SEAL
40. (a) The Directors shall provide for the safe custody of the Common Seal
of the Company and of any seal authorised by Sections 182(10) and
1088 of the Corporations Law. The affixing of the Common Seal and
any seal authorised by Sections 182(10) and 1088 of the Corporations
Law shall be attested by one Director at least and countersigned by
the Secretary or some other person appointed by the Directors and
such attestation shall be sufficient evidence of the authority to
affix the Common Seal or any such other seal.
(b) The company is authorised to have the seals as provided by Sections
182(10) and 1088 of the Corporations Law.
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CHEQUES, BILLS OF EXCHANGE ETC
41. The Directors may from time to time make such arrangements as they think
fit for the acceptance, drawing, signing or endorsing of cheques, bills of
exchange, drafts, promissory notes and other negotiable or transferable
instruments in the name or on behalf of the company and for any of the
purposes of this Article may delegate the appropriate authority to any
person or persons whether employed by the Company or not.
POWERS OF DIRECTORS
42. (a) The management of the business of the Company shall be vested in the
Directors who may exercise all such powers and do all such acts and
things as the Company is authorised to exercise and do and as are
not hereby or by Statute directed or required to be exercised or
done by the Company in general meeting but subject nevertheless to
the provisions of the Corporations Law and of these Articles and to
any regulations not being inconsistent with these Articles from time
to time made by the Company in general meeting PROVIDED THAT no such
regulation shall invalidate any prior act of the Directors which
would have been valid if such regulation had not been made.
(b) In managing the business and exercising the powers of the Company
the Directors shall observe and act in accordance with the
directions of CBA not inconsistent with the Corporations Law or
these Articles given to the Directors from time to time.
(c) The Directors may from time to time by power of attorney appoint any
corporation, firm or person or body of persons (whether nominated
directly or indirectly by the Directors) to be the attorney or
attorneys of the Company for such purposes and with such powers,
authorities and discretions (not exceeding those vested in or
exercisable by the Directors under these Articles) and for such
period and subject to such conditions as they may think fit and any
such power of attorney may contain such provisions for the
protection and convenience of persons dealing with any such attorney
or attorneys as the Directors may think fit and may also authorise
any such attorney or attorneys to delegate all or any of the powers,
authorities and discretions vested in him or them.
LOCAL MANAGEMENT
43. (a) The directors may from time to time provide for the management and
transaction of the affairs of the Company in any specified locality
in such manner as they think fit and the following clause of this
Article shall be without prejudice to the general powers conferred
by this paragraph.
(b) The Directors from time to time and at any time may establish any
local boards, agencies or committees for managing any of the affairs
of the Company in any such specified locality and may appoint any
person to be the President or Deputy President or a member of such
local board, agency or committee and may appoint any managers or
agents thereof and may fix their remuneration. The Directors from
time to time and at any time may delegate to any person so appointed
any of the powers, authorities and discretions for the time being
vested in the Directors including the power to affix the Official
Seal as referred to in Article 40 with power to sub-delegate and may
authorise the members for the time being of any local board or any
of them to act notwithstanding vacancies; and any such appointment
or delegation may be made on such terms and subject to such
conditions as the Directors may think fit and the Directors may at
any time remove any person so appointed and may annul or vary any
such delegation.
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THE SECRETARY
44. A Secretary shall hold office upon such terms and conditions as to
remuneration or otherwise as the Directors may think fit and any Secretary
may be removed from office by the Directors. The Directors may at any time
appoint a temporary substitute for any Secretary and such substitute shall
for the purpose of these Articles be deemed to be a Secretary.
RESERVES
45. The Directors before declaring any dividend but subject to the approval of
CBA and any statutory or other legal requirements, may set aside out of
the profits of the Company such sums as they think proper as a reserve to
meet contingencies or for such other purpose as they shall in their
absolute discretion think conducive to the interests of the Company, and
may invest the several sums so set aside upon such investments (other than
shares of the Company) as they may think fit, and may from time to time
deal with and vary such investments and dispose of all or any part thereof
for the benefit of the Company, and may divide the reserve into such parts
as they think fit and employ the reserve or any part thereof in the
business of the Company, and may also without placing the same to reserve
carry forward any profits which they think prudent not to divide.
ACCOUNTS
46. The Directors shall cause proper accounting and other records to be kept
and shall distribute copies of balance sheets as required by the
Corporations Law and from time to time determine whether and to what
extent and at what times and places and under what conditions or
regulations the accounting and other records of the company or any of them
shall be open to the inspection of members not being Directors and no
member not being a Director shall have any right of inspecting any account
or book or paper of the Company except as conferred by Statute or
authorized by the Directors or by the Company in general meeting.
DIVIDENDS
47. Subject to the provisions of Article 45 as to reserves, the conditions
attached to the issue of any shares and any statutory or other legal
requirements, the profits of the Company shall be divisible amongst the
members in proportion to the shares held by them respectively.
48. Subject to the approval of CBA and any statutory or other legal
requirements, the Directors may declare dividends out of the profits of
the Company and may also by unanimous vote from time to time pay to the
members such interim dividends as in their judgment the position of the
Company justifies.
49. Dividends shall only be paid in accordance with Section 50 of the Life
Insurance Act 1945 (or any statutory modification, amendment or
re-enactment thereof), to the extent applicable.
50. No dividend shall be payable except out of the profits of the Company and
no dividend shall carry interest as against the company. The declaration
of the Directors as to the amount of the net profits of the Company shall
be conclusive.
51. Any dividend may be paid by cheque or warrant delivered to or sent through
the post to the registered address of the member.
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CAPITALISATION OF PROFITS
52. (a) Subject to the provisions of Article 49, the Directors may resolve
that any dividend be paid wholly or in part by the distribution of
specific assets and in particular of paid up shares, debentures or
debenture stock of the Company or by the distribution of specific
assets and in particular of paid up shares, debentures or debenture
stock of any other company or in any one or more such ways.
(b) Any general meeting may on the recommendation of the Directors but
subject to any statutory or other legal requirements resolve that
any part of the undivided profits of the Company standing to the
credit of the reserve or arising from the revaluation of assets not
acquired for the purposes of resale at a profit or otherwise in the
hands of the Company and available for dividend be capitalised and
distributed amongst such of the members as would be entitled to
receive the same if distributed by way of dividend and in the same
proportions on the footing that they become entitled thereto as
capital and that all or any part of such capitalised fund be applied
in paying up in full any unissued shares or debentures or debenture
stock of the Company which shall be issued or distributed
accordingly and that such issue, distribution or payment shall be
accepted by such members in full satisfaction of their interest in
the said capitalised sum.
(c) Any general meeting may on the recommendation of the Directors but
subject to any statutory or other legal requirements resolve that
any surplus moneys arising from the realisation of any capital
assets of the Company or any investments representing the same or
any other undistributed profits of the Company be distributed
amongst such of the members as would be entitled to receive the same
if distributed by way of dividend and in the same proportions on the
footing that they receive the same as capital.
(d) For the purpose of giving effect to any resolution under the three
last preceding paragraphs the Directors may settle any difficulty
which may arise in regard to the distribution as they think
expedient and in particular may issue fractional certificates and
may fix the value for distribution of any specific assets and may
determine that cash payments shall be made to any members upon the
footing of the value so fixed or that fractions of less value than
one dollar may be disregarded in order to adjust the rights of all
members and may allot shares representing fractions or vest any such
cash or specific assets in trustees upon such trusts for the members
entitled to the dividend or capitalised fund as may seem expedient
to the Directors.
NOTICES
53. Any notice or document (including a share certificate) may be served by
the Company upon any member either personally or by sending it through the
post in a prepaid letter, envelope or wrapper addressed to such member at
his registered address or usual business address.
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54. Any notice sent by post shall be deemed to have been served on the second
day following that on which the letter, envelope or wrapper containing the
same was posted and in proving such service it shall be sufficient to
prove that the letter, envelope or wrapper containing the notice was
properly addressed, stamped and posted. A certificate in writing signed by
any Manager, Secretary or other officer of the Company that the letter,
envelope or wrapper containing the notice was so addressed, stamped and
posted shall be conclusive evidence thereof.
55. Every person who by operation of law, transfer or other means whatsoever
shall become entitled to any share shall be bound by every notice in
respect of such share which previously to his name and address being
entered on the Register shall have been duly given to the person from whom
he derives his title to such share.
56. The signature to any notice to be given by the Company may be written or
printed.
57. Where a given number of days' notice or notice extending over any other
period is required to be given the day on which the notice is deemed to be
served and in case of a notice convening a meeting also the day on which
the meeting is to be held shall be excluded from the number of days or
other period.
WINDING UP
58. If the Company is wound up the liquidator may, with the sanction of a
special resolution of the Company and subject to any statutory and other
legal requirements, divide amongst the members in kind the whole or any
part of the assets of the Company (whether they consist of property of the
same kind or not) and may for that purpose set such value as he deems fair
upon any property to be divided as aforesaid and may determine how the
division shall be carried out as between the members. The liquidator may,
with the like sanction and subject to the same requirements, vest the
whole or any part of any such assets in trustees upon such trusts for the
benefit of the contributories as the liquidator thinks fit but so that no
member shall be compelled to accept any shares or other securities whereon
there is any liability.
INDEMNITY
59. Every Director, agent, auditor, Secretary and other officer for the time
being of the Company shall be indemnified out of the assets of the Company
against any liability incurred by him as such Director, agent, auditor,
Secretary or other officer in defending any proceedings whether civil or
criminal in which judgment is given in his favour or in which he is
acquitted or in connection with any application under the Corporations Law
in which relief is granted to him by the Court in respect of any
negligence, default, breach of duty or breach of trust.
