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Exhibit 3.2
Corporations Law
A Company Limited by Shares
ARTICLES OF ASSOCIATION
OF
CBA Management Pty. Limited
1. Subject as hereinafter provided the Regulations in Table A of Schedule 1
of the Corporations Law (in these Articles referred to as "the Law") as
amended to the date of incorporation of this company (hereinafter in these
Articles referred to as "the Company") shall apply to the Company. The
Regulations as so amended are hereinafter in these Articles referred to as
"Table A".
2 The Company is a proprietary company and accordingly:-
(a) the right to transfer the shares is restricted as hereinafter
provided in these Articles;
(b) the number of members of the company (counting joint holders of a
share as one person and not counting a person who is employed by the
company or any of its subsidiaries or a person who was, while so
employed, and thereafter has continued to be, a member of the
company) shall not exceed fifty;
(c) any invitation to the public to subscribe for, and any offer to the
public to accept subscriptions for, any shares in, or debentures of,
the company is hereby prohibited; and
(d) 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.
3. The Regulations of Table A shall be altered, modified, omitted or replaced
in the manner and to the extent set out on the following pages.
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SHARE CAPITAL AND VARIATION OF RIGHTS
4. Regulation 2 of Table A shall be deleted and the following shall be
substituted:-
"2 (1) The share capital of the Company is one million dollars
($1,000,000) divided into:
(a) 999,990 Ordinary shares of $1 each.
(b) 10 Redeemable Preference shares of $1 each.
(2) The holders of the Ordinary shares in the capital of the
Company shall be entitled to the following rights and subject
to the following restrictions:
(a) Voting rights as set out in regulation 49 of Table A.
(b) Dividends as determined from time to time in accordance
with the Articles.
(c) Participation in the distribution of surplus assets on
winding up.
(3) The holders of the Redeemable Preference shares in the capital
of the Company shall be entitled to the following rights and
subject to the following restrictions:
(a) Voting rights as set out in Regulation 49 of Table A.
(b) The said Redeemable Preference shares shall confer on
the holders thereof the right to a fixed cumulative
dividend at the rate of 8% per annum computed from the
date of commencing trading which dividend (together with
any arrears or deficiency thereof) shall rank for
payment in priority to the dividend to be paid on all
other shares for the time being in the capital of the
Company.
(c) No right of participation in the distribution of surplus
assets on winding up.
(d) The said Redeemable Preference shares shall not carry
the right to any further participation in surplus assets
or profits.
(e) Subject to the provisions of Section 192 of the Law, the
said Redeemable Preference shares shall at the option of
the Company be liable to be redeemed at par on or before
30th June, 1999, by notice in writing to the holders at
their respective registered addresses.
(4) Subject to the provisions of these Articles and without
prejudice to any special rights previously conferred on the
holders of any existing shares or class of shares in the
Company, but subject to the Law, shares in the company may be
issued by the directors with such preferred, deferred or other
special rights, or such restrictions, whether with regard to
dividend, voting, return of capital or otherwise, and as
belonging to the same class or to different classes, as the
directors subject to any resolution, may determine and the
directors may grant to any person an option to take up any
unissued shares in the company, either at par or at a premium
and for such consideration, as the directors think fit.
(5) The Company may from time to time by special resolution
convert or divide the whole or any part of the issued and
unissued capital of the Company into ordinary shares or shares
of different classes with such preferred deferred or other
special rights or such restrictions as the Company may
determine."
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SECRECY
60. The Directors and all officers of the Company shall be bound to observe
secrecy except as required in the course and performance of their
respective duties towards the Company or under compulsion or obligation of
law with respect to all transactions of the Company with its customers and
all matters relating thereto and any Director or officer of the Company
shall if required previously to entering upon the duties of his office or
employment sign a declaration in a book or on a form or forms to be kept
for that purpose that he will not reveal or make known any of the matters,
affairs or concerns which may come to his knowledge as a Director or
officer of the Company to any person or persons whomsoever except as
required in the course and in performance of his duties or under
compulsion or obligation of law or when officially required so to do."
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TRANSFER OF SHARES
5. Regulation 21 of Table A shall be deleted and the following shall be
substituted:-
"21. The directors may without being required to give any reason for
their so doing decline to register any transfer of shares".
ALTERATION OF CAPITAL
6. Regulation 38 of Table A shall be deleted.
APPOINTMENT, REMOVAL AND REMUNERATION OF DIRECTORS
7. Regulation 57(2) of Table A shall be deleted and the following shall be
substituted:-
"57. (2) The Company may from time to time by resolution increase or
reduce the number of directors and may at any time by
resolution appoint a director or directors and may at any time
by resolution remove any director from office".
8. Regulations 58, 59 and 60 of Table A shall be deleted.
9. Regulation 61.(2) of Table A shall be deleted and the following shall be
substituted:-
"61. (2) Any person so appointed shall hold office until removal by
resolution of the company."
10. Regulations 62 of Table A shall be deleted.
11. Regulation 64 of table A shall be deleted and the following shall be
substituted:-
"64. A director need not be a member of the company."
12. Regulation 65 of Table A shall be amended by deleting paragraphs (d) and
(e) thereof.
PROCEEDINGS OF DIRECTORS
13. Regulation 71 of Table A shall be deleted and the following shall be
substituted:-
"71. (1) Providing that a director complies with the requirements of
these Articles and the Law concerning the disclosure of a
director's interest, a director may hold any other office or
place of profit under the Company in conjunction with his
office of director for such period and on such terms
(excluding remuneration) as the directors may determine and no
director or intending director shall be disqualified by his
office from contracting with the Company either with regard to
his tenure of any such other office or place of profit or as
vendor purchaser or otherwise nor shall any contract or
arrangement entered into by or on behalf of the Company in
which any director is in any way interested be liable to be
avoided nor shall any director so contracting or being so
interested be liable to account to the Company for any profit
realised by any such contract or arrangement by reason of such
director holding that office or of the fiduciary relation
thereby established.
(2) A director may act by himself or his firm in a professional
capacity for the Company and he or his firm shall be entitled
to remuneration for professional services as if he were not a
director.
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(3) Without affecting his obligation under Section 231 of the Law
a director may vote in respect of his appointment to any
office or place of profit under the Company or of the
arrangement of the terms thereof or in respect of any such
contract or arrangements in which he is interested as referred
to in sub-regulation (1) above and may be counted in the
quorum at any meeting at which any such matter is considered."
14. The following regulation shall be added after Regulation 78 as Regulation
78A:-
"78A. The directors shall cause minutes to be made:
(1) of all appointments of officers;
(2) of names of directors present at all meetings of the company
ad of the directors; and
(3) of all proceedings at all general meetings of the company and
of the directors.
Such minutes shall be signed by the chairman of the meeting at which the
proceedings were held or by the chairman of the next succeeding meeting
save in the case of documents deemed by the Law to constitute minutes.
MANAGING DIRECTOR
15. Regulation 79(2) of Table A shall be deleted.
16. Regulation 80 shall be amended by deleting the words "as the directors
determine" and inserting in lieu thereof the words "as is from time to
time determined by the company in general meeting."
SEAL
17. Regulation 84 shall be amended by the addition of the following as
sub-regulation (3):-
"(3) The company may have in addition to its common seal:
(a) one or mow official seals for use outside Australia to which
the provisions of Section 182 of the Law shall apply; and
(b) a duplicate common seal or certificate seal to which the
provisions of Section 1088 of the Law and subregulation (1)
and (2) hereof shall apply.
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We, the several persons whose signatures are subscribed hereto being the
subscribers to the Memorandum of Association, do hereby agree to the foregoing
Articles of Association.
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Subscribers' Signatures Witness' Signature
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
Dated 7th April, 1994
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SCHEDULE 1
TABLE A
Section 9 & 175
REGULATIONS FOR MANAGEMENT OF A COMPANY LIMITED BY SHARES
INTERPRETATION
1. (1) In these regulations
"Law" means the Corporations Law;
"seal" means the common seal of the company and includes any
official seal of the company;
"secretary" means any person appointed to perform the duties of a
secretary to the company.
(2) Division 10 of Part 1.2 of the Corporations Law applies in relation
to these regulations as if they were an instrument made under that
Law as in force on the day when these regulations become binding on
the company.
(3) Except so far as the contrary intention appears in these
regulations, an expression has, in a provision of these
regulations that deals with a matter dealt with by a particular
provision of the Law, the same meaning as in that provision of the
Law.
SHARES CAPITAL AND VARIATION OF RIGHTS
2. Without prejudice to any special rights previously conferred on the
holders of any existing shares or class of shares, but subject to the Law,
shares in the company may be issued by the directors and any such shares
may be issued with such preferred, deferred or other special rights or
such restrictions, whether with regard to dividend, voting, return of
capital or otherwise, as the directors, subject to any resolution,
determine.
3. Subject to the Law, any preference shares may, with the sanction of a
resolution, be issued on the terms that they are, or at the option of the
company are liable, to be redeemed.
4. (1) If at any time the share capital is divided into different
classes of shares, the rights attached to any class (unless
otherwise provided by the terms of issue of the shares of that
class) may, whether or not the company is being wound up, be varied
with the consent in writing of the holders of three-quarters of the
issued shares of that class, or with the sanction of a special
resolution passed at a separate meeting of the holders of the shares
of the class.
(2) The provisions of these regulations relating general meetings apply
so far as they are capable of application and mutatis mutandis to
every such separate meeting except that:
(a) a quorum is constituted by 2 persons, who, between them, hold
or represent by proxy one-third of the issued shares of the
class; and
(b) any holder of shares of the class, present in person or by
proxy, may demand a poll.
(3) The rights conferred upon the holders of the shares of any class
issued with preferred or other rights shall, unless otherwise
expressly provided by the terms of issue of the shares of that
class, be deemed to be varied by the creation of issue of further
shares ranking equally with the best mentioned shares.
5. (1) The company may exercise the power to make payment by way of
brokerage or commission conferred by the Law in the manner provided
by the Law.
(2) Payments by way of brokerage or commission may be satisfied by the
payment of cash, by the allotment of fully or partly paid shares or
partly by the payment of cash and partly by the allotment of fully
or partly paid shares.
6. (1) Except as required by law, the company shall not recognise a person
as holding a share upon any trust.
(2) The company is not bound by or compelled in any way to recognise
(whether or not it has notice of the interest or rights concerned)
any equitable, contingent, future or partial interest in any share
or unit of a share or (except as otherwise provided by these
regulations or by law) any other right in respect of a share except
an absolute right of ownership in the registered holder.
7. (1) A person whose name is entered as a member in the register of
members is entitled without payment to receive a certificate in
respect of the share under the seal of the company in accordance
with the Law but, in respect of a share or shares held jointly by
several persons, the company is not bound to issue more than one
certificate.
(2) Delivery of a certificate for a share to one of several joint
holders is sufficient delivery to all such holders.
LIEN
8. (1) The company has a first and paramount lien on every share (not being
a fully paid share) for all money (whether presently payable or not)
called or payable at a fixed time in respect of that share.
(2) The company also has a first and paramount lien on all shares
(other than fully paid shares) registered in the name of a sole
holder for all money presently payable by him or his estate to the
company.
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(3) The directors may at any time exempt a share wholly or is part from
the provisions of this regulation.
(4) The company's lien (if any) on a share extends to all dividends
payable in respect of the share.
9. (1) Subject to subregulation (2), the company may sell, in such
manner as the directors think fit, any shares on which the company
has a lien.
(2) A share on which the company has a lien shall not be sold unless:
(a) a sum in respect of which the lien exists is presently
payable; and
(b) the company has, not less than 14 days before the date of the
sale, given to the registered holder for the time being of the
share or the person entitled to the share by reason of the
death or bankruptcy of the registered holder a notice in
writing setting out, and amending payment of, such part of
the amount in respect of which the lien exists as is presently
payable.
10. (1) For the purpose of giving effect to a sale mentioned in regulation
9, the directors may authorise a person to transfer the shares sold
to the purchaser of the shares.
(2) The company shall register the purchaser as the holder of the shares
comprised in any such transfer and he is not bound to see to the
application of the purchase money.
(3) The title of the purchaser to the shares is not affected by any
irregularity or invalidity in connection with the sale.
11. The proceeds of a sale mentioned in regulation 9 shall be applied by the
company in payment of such part of the amount in respect of which the lien
exists as is presently payable, and the residue (if any) shall (subject to
any like lien for sums not presently payable that existed upon the shares
before the sale) be paid to the person entitled to the shares at the date
of the sale.
CALLS ON SHARES
12. (1) The directors may make calls upon the members in respect of any
money unpaid on the shares of the members (whether on account of the
nominal value of the shares or by way of premium) and not by the
terms of issue of those shares made payable at fixed times, except
that no call shall exceed one-quarter of the sum of nominal values
of the shares or be payable earlier than one month from the date
fixed for the payment of the last preceding call.
(2) Each member shall, upon receiving at least 14 days' notice
specifying the time or times and place of payment, pay to the
company at the time or times and place so specified the amount
called on his shares.
(3) The directors may revoke or postpone a call.
13. A call shall be deemed to have been made at the time when the resolution
of the directors authorising the call was passed and may be required to be
paid by instalments.
14. The joint holders of a share are jointly and severally liable to pay all
calls in respect of the share.
15. If a sum called in respect of a share is not paid before or on the day
appointed for payment of the sum, the person from whom the sum is due
shall pay interest on the sum from the day appointed for payment of the
sum to the time of actual payment at such rate not exceeding 8% per annum
as the directors determine, but the directors may waive payment of that
interest wholly or in part.
16 Any sum that, by the terms issue of a share, becomes payable on allotment
or at a fixed date, whether on account of the nominal value of the share
or by way of premium, shall for the purpose of these regulations be deemed
to be a call duly made on the date on which by the terms of issue the sum
becomes payable, and, in case of non-payment, all the relevant provisions
of these regulations as to payment of interest and expenses, forfeiture or
otherwise apply as if the sum had become payable by virtue of a call duly
made and notified.
17. The directors may, on the issue of shares, differentiate between the
holders as to the amount of calls to be paid and the times of payment.
18. (1) The directors may accept from a member the whole or a part of
the amount unpaid on a share although no part of that amount has
been called up.
(2) The directors may authorize payment by the company of interest upon
the whole or any part of an amount so accepted, until the amount
becomes payable, at such rate, not exceeding the prescribed rate, as
is agreed upon between the directors and the member paying the sum.
(3) For the purpose of subregulation (2), the prescribe rate of interest
is:
(a) if the company has, by resolution, fixed a rate - the rate so
fixed; and
(b) in any other case - 8% per annum.
TRANSFER OF SHARES
19. (1) Subject to these regulations, a member may transfer all or any of
his shares by instrument in writing in any usual or common form or
in any other form that the directors approve.
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(2) An instrument of transfer referred to in subregulation (1) shall be
executed by or on behalf of both the transferor and the transferee.
(3) A transferor of shares remains the holder of the shares transferred
until the transfer is registered and the name of the transferee is
entered in the register of members in respect of the shares.
20. The instrument of transfer must be left for registration at the
registered office of the company, together with such fee (if any) not
exceeding $1.00 as the directors require, accompanied by the certificate
of the shares to which it relates and such other information as the
directors properly require to show the right of the transferor to make the
transfer and thereupon the company shall, subject to the powers vested in
the directors by these regulations, register the transferee as a
shareholder.
21. The directors may decline to register a transfer of shares, not being
fully paid shares, to a person of whom they do not approve and may also
decline to register any transfer of shares on which the company has a
lien.
22. The registration of transfers may be suspended at such times and for such
periods as the directors from time to time determine not exceeding in the
whole 30 days in any year,
TRANSMISSION OF SHARES
23. In the case of the death of a member, the survivor where the deceased was
a joint holder, and the legal personal representatives of the deceased
where he was a sole holder, shall be the only persons recognized by the
company as having title to his interest in the shares, but this
regulation does not release the estate of a deceased joint holder from
any liability in respect of a share that had been jointly held by him with
other persons.
24. (1) Subject to the Bankruptcy Act 1966, a person becoming entitled
to a share in consequence of the death or bankruptcy of a member
may, upon such information being produced as is properly required by
the directors, elect either to be registered himself as holder of
the shares or to have some other person nominated by him registered
as the transferee of the share.
(2) If the person becoming entitled elects to be registered himself, he
shall deliver or send to the company a notice in writing signed by
him stating that he so elects.
(3) If he elects to have another person registered, he shall execute a
transfer of the share to that other person.
(4) All the limitations, restrictions and provisions of these rules
relating to the right to transfer, and the registartion of transfer
of, shares are applicable to any such notice or transfer as if the
death or bankruptcy of the member had not occurred and the notice or
transfer were a transfer signed by that member.
25. (1) Where the registered holder of a share dies or becomes bankrupt,
his personal representative or the trustee of his estate, as the
case may be, is, upon the production of such information as is
properly required by the directors, entitled to the same dividends
and other advantages, and to the same rights (whether in relation to
meetings of the company, or to voting or otherwise), as the
registered holder would have been entitled to if he had not died or
become bankrupt.
(2) Where 2 or more persons are jointly entitled to any share in
consequence of the death of the registered holder, they shall, for
the purpose of these regulations, be deemed to be joint holders of
the share.
FORFEITURE OF SHARES
26. (1) If a member fails to pay a call or instalment of a call on the
day appointed for payment of the call or instalment, the directors
may, at any time thereafter during such time any part of the call or
instalment remains unpaid, serve a notice on him requiring payment
of so much of the call or instalment as is unpaid, together with any
interest that has accrued.
(2) The notice shall name a further day (not earlier than the expiration
of 14 days from the date of service of the notice) on or before
which the payment required by the notice is to be made and shall
state that, in the event of a non-payment at or before the time
appointed, the shares in respect of which the call was made will be
liable to be forfeited,
27. (1) If the requirements of a notice saved under regulation 26 are
not complied with, any share in respect of which the notice has been
given may at any time thereafter, before the payment required by the
notice has been made, be forfeited by a resolution of the directors
to that effect.
(2) Such a forfeiture shall include all dividends declared in respect of
the forfeited shares and not actually paid before the forfeiture.
28. A forfeited share may be sold or otherwise disposed of on such terms and
in such manner as the directors think fit, and, at any time before a sale
or disposition, the forfeiture may be cancelled on such teams as the
directors think fit.
29. A person whose shares have been forfeited ceases to be a member in respect
of the forfeited shares, but remains liable to pay to the company all
money that, at the date of forfeiture, was payable by him to the company
in respect of the shares (including interest at the rate of 8% per annum
from the date of forfeiture on the money for the time being unpaid if the
directors think fit to enforce payment of the interest), but his liability
ceases if and when the company receives payment in full of all the money
(including interest) so payable in respect of the shares.
30. A statement in writing declaring that the person making the statement is a
director or a secretary of the company, and that a share in the company
has been duly forfeited on a date stated in the statement, is prima facie
evidence of the facts stated in the statement as against all persons
claiming to be entitled to the share.
31. (1) The company may receive the consideration (if any) given for a
forfeited share on any sale or disposition of the share and may
execute a transfer of the share in favour of the person to whom the
share is sold or disposed of.
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(2) Upon the execution of the transfer, the transferee shall be
registered as the holder of the share and is not bound to see to the
application of any money paid as consideration.
(3) The title of the transferee to the share is not affected by any
irregularity or invalidity in connection with the forfeiture, sale
or disposal of the share.
32. The provisions of these regulations as to forfeiture apply in the case of
non-payment of any sum that, by the terms of issue of a share, becomes
payable at a fixed time, whether on account of the nominal value of the
share or by way of premium, as if that sum had been payable by virtue of a
call duly made and notified.
CONVERSION OF SHARES INTO STOCK
33. The company may, by resolution, convert all or any of its paid up shares
into stock and re-convert any stock into paid up shares of any nominal
value.
34. (1) Subject to subregulation (2), where shares have been converted
into stock, the provisions of these rules relating to the transfer
of shares apply, so far as they are capable of application, to the
transfer of the stock or of any part of the stock.
(2) The directors may fix the minimum amount of stock transferable and
restrict or forbid the transfer of fractions of that minimum, but
the minimum shall not exceed the aggregate of the nominal values of
the shares from which the stock arose.
35. (1) The holders of stock have, according to the amount of the stock
held by them, the same rights, privileges and advantages as regards
dividends, voting at meetings of the company and other matters as
they would have if they held the shares from which the stock arose.
(2) No such privilege or advantage (except participation in the
dividends and profits of the company and in property of the company
on winding up) shall be conferred by any amount of stock that would
not, if existing in shares, have conferred that privilege or
advantage.
36. The provisions of these regulations that are applicable to paid up shares
apply to stock, and references in those provisions to share and
shareholder shall be read as including references to stock and
stockholder, respectively.
ALTERATION OF CAPITAL
37. The company may by resolution:
(a) increase its authourised share capital by the creation of new shares
of such amount is specified in the resolution;
(b) consolidate and divide all or any of its authorised share capital
into shares of larger amount than its existing shares;
(c) subdivide all or any of its shares into shares of smaller amount
than is fixed by the memorandum but so that in the subdivision the
proportion between the amount paid and the amount (if any) unpaid on
each such share of a smaller amount is the same as it was in the
case of the share from which the share of a smaller amount is
derived; and
(d) cancel shares that, at the date of the passing of the resolution,
have not been taken or agreed to be taken by any person or have
been forfeited and reduce its authorised share capital by the amount
of the shares so cancelled.
38. (1) Subject to any direction to the contary that may be given by the
company in general meeting, all unissued shares shall, before issue,
be offered to such persons as at the date of the offer are entitled
to receive notices from the company of general meetings in
proportion, as nearly as the circumstances allow, to the sum of the
nominal values of the share already held by them.
(2) The offer shall be made by notice specifying the number of shares
offered and limiting a time within which the offer, if not accepted,
will be deemed to be declined.
(3) After the expiration of that time or on being notified by the person
to whom the offer is made that he declines to accept the shares
offered, the directors may issue those shares in such manner as they
think most beneficial to the company.
(4) Where, by reason of the proportion that shares proposed to be issued
bear to shares already held, some of the first-mentioned shares
cannot be offered in accordance with subregulation (1), the
directors may issue the shares that cannot be so offered in such
manner as they think most beneficial to the company.
39. Subject to the Law, the company may, by special resolution, reduce its
share capital, any capital redemption reserve fund or any share premium
account.
GENERAL MEETINGS
40. Any director may whenever he thinks fit convene a general meeting.
41. (1) A notice of a general meeting shall specify the place, the day
and the hour of meeting, and, except as provided by subregulation
(2), shall state the general nature of the business to be transacted
at the meeting.
(2) It is not necessary for a notice of an annual general meeting to
state that the business to be transacted at the meeting includes the
declaration of a dividend, the consideration of accounts and the
reports of the directors and auditors, the election of directors in
the place of those retiring or the appointment and fixing of the
remuneration of the auditors.
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PROCEEDINGS AT GENERAL MEETINGS
42. (1) No business shall be transacted at any general meeting unless a
quorum of members is present at the time when the meeting proceeds
to business.
(2) For the purpose of determining whether a quorum is present, a person
attending as a proxy, or as representing a corporation that is a
member, shall be deemed to be a member.
43. If a quorum is not present within half an hour from the time appointed for
the meeting:
(a) where the meeting was convened upon the requisition of members -
the meeting shall be dissolved; or
(b) in any other case:-
(i) the meeting stands adjourned to such day, and at such time and
place, as the directors determine or, if no determination is
made by the directors, to the same day in the next week at the
same time and place; and
(ii) if at the adjourned meeting a quorum is not present within
half an hour from the time appointed for the meeting:
(A) 2 members constitute a quorum; or
(B) where 2 members are not present - the meeting shall be
dissolved.
44. (1) If the directors have elected one of their number as chairman
of their meetings, he shall preside as chairman at every general
meeting.
(2) Where a general meeting is held and:
(a) a chairman has not been elected as provided by subregulation
(1); or
(b) the chairman is not present within 15 minutes after the time
appointed for the holding of the meeting or is unwilling to
act;
the members present shall elect one of their number to be chairman
of the meeting.
45. (1) The chairman may with the consent of any meeting at which a
quorum is present, and shall if so directed by the meeting, adjourn
the meeting from time to time and from place to place, but no
business shall be transacted at any adjourned meeting other than the
business left unfinished at the meeting from which the adjournment
took place.
(2) When a meeting is adjourned for 30 days or more, notice of the
adjourned meeting shall be given as in the case of an original
meeting.
(3) Except as provided by subregulation (2), it is not necessary to give
any notice of an adjournment or of the business to be transacted at
the adjourned meeting.
46. (1) At any general meeting a resolution put to the vote shall be
decided on a show of hands unless a poll is (before or on the
declaration of the result of the show of hands) demanded:
(a) by the chairman;
(b) by at least 3 members present in person or by proxy;
(c) by a member or members present in person or by proxy and
representing not less than one-tenth of the total voting
rights of all the members having the right to vote at the
meeting; or
(d) by a member or members holding shares in the company
conferring a right to vote at the meeting being shares on
which an aggregate sum has been paid up equal to not less than
one-tenth of the total sum paid up on all the shares
conferring that right.
(2) Unless a poll is so demanded, a declaration by the Chairman that a
resolution has on a show of hands been carried or carried
unanimously, or by a particular majority, or lost, and an entry to
that effect in the book containing the minutes of the proceedings of
the company, is conclusive evidence of the fact without proof of the
number or proportion of the votes recorded in favour of or against
the resolution.
(3) The demand for a poll may be withdrawn.
47. (1) If a poll is duly demanded, it shall be taken in such manner and
(subject to subregulation (2)) either at once or after an interval
or adjournment or otherwise as the chairman directs, and the result
of the poll shall be the resolution of the meeting at which the poll
was demanded.
(2) A poll demanded on the election of a chairman or on a question of
adjournment shall be taken forthwith.
48. In case of an equality of votes, whether on a show of hands or on a poll,
the Chairman of the meeting at which the show of hands takes place or at
which a the poll is demanded, in addition to his deliberative vote (if
any), has a casting vote.
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49. Subject to any rights or restrictions for the time being attached to any
class or classes of shares:
(a) at meetings of members or classes of members each member entitled to
vote may vote in person or by proxy or attorney; and
(b) on a show of hands every person present who is a member or a
representative of a member has one vote, and on a poll every member
present in person or by proxy or attorney has one vote for each
share he holds.
50. In the case of joint holders the vote of the senior who tenders a vote,
whether in person or by proxy or by attorney, shall be accepted to the
exclusion of the votes of the other joint holders and, for this purpose,
seniority shall be determine by the order in which the names stand in the
Register of Members.
51. If a member is of unsound mind or is a person whose person or estate is
liable to be dealt with in any way relating to mental health, his
committee or trustee or such other person as properly has the management
of his estate may exercise any rights of the member in relation to a
general meeting as if the committee, trustee or other person were the
member.
52. A member is not entitled to vote at a general meeting unless all calls and
other sums presently payable by him in respect of shares in the company
have been paid.
53. (1) An objection may be raised to the qualification of a voter only at
the meeting or adjourned meeting at which the vote objected to is
given or tendered.
(2) Any such objection shall be referred to the chairman of the meeting,
whose decision is final.
(3) A vote not disallowed pursuant to such an objection is valid for all
purposes.
54. (1) An instrument appointing a proxy shall be in writing under the hand
of the appointer or of his attorney duly authorised in writing or,
if the appointer is a body corporate, either under seal or under the
hand of an officer or attorney duly authorised.
(2) An instrument appointing a proxy may specify the manner in which the
proxy is to vote in respect of a particular resolution and, where an
instrument of proxy so provides, the proxy is not entitled to vote
on the resolution except as specified in the instrument.
(3) An instrument appointing a proxy shall be deemed to confer authority
to demand or join in demanding a poll.
(4) An instrument appointing a proxy shall be in the following form or
in the form that is as similar to the following form as the
circumstances allow:
[Name of Company]
I/We, ,of
being a member/members of the abovenamed company, hereby
appoint of
or in his absence, of
as my/our proxy to vote for me/us on my/our behalf at the
*annul general/*general meeting of the company to be held on
the day of 19 and at any adjournment of
that meeting.
**This form is to be used *in favour of/ against the resolution.
Signed this day of 19 .
*Strike out whichever is not desired.
**To be inserted if desired.
55. An instrument appointing a proxy shall not be treated as valid unless the
instrument, and the power of attorney or other authority (if any) under
which the instrument is signed or a notarially certified copy of that
power or authority, is or are deposited, not less than 48 hours before the
time for holding the meeting or adjourned meeting at which the person
named in the instrument proposes to vote, or, in the case of a poll, not
less than 24 hours before the time appointed for the taking of the poll,
at the registered office of the company or at such other place in
Australia as is specified for that purpose in the notice convening the
meeting.
56. A vote is given in accordance with the terms of an instrument of proxy or
of a power of attorney is valid notwithstanding the previous death or
unsoundness of mind of the principal, the revocation of the instrument (or
of the authority under which the instrument was executed) or of the power,
or the transfer of the share in respect of which the instrument or power
is given, if no intimation in writing of the death, unsoundness of mind,
revocation or transfer has been received by the company at the registered
office before the commencement of the meeting or adjourned meeting at
which the instrument is used or the power is exercised.
APPOINTMENT, REMOVAL AND REMUNERATION OF DIRECTORS
57. (1) The number of the directors and the names of the first directors
shall be determined in writing by the subscribers to the memorandum
of association or a majority of them.
(2) The company may, by resolution, increase or reduce the number of
directors, and may also determine in what rotation the increased or
reduced number is to go out of the office.
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<PAGE>
58. (1) At the first annual general meeting of the company all the directors
shall retire from office, and at the annual general meeting in every
subsequent year one-third of the directors for the time being, or,
if their number is not 3 or a multiple of 3, then the number nearest
one-third shall retire from office.
(2) A retiring director is eligible for re-election.
59. The directors to retire at an annual general meeting other than the first
annual general meeting are those persons who have been longest in office
since their election, but, as between persons who became persons who
became directors on the same day, those to retire shall (unless they
otherwise agree among themselves) be determine by lot.
60. (1) The company may, at the meeting at which a director so retires, by
resolution fill the vacated office by electing a person to that
office.
(2) If the vacated office is not so filled, the retiring director shall,
if offering himself for re-election and not being disqualified under
the Law form holding office as a director, be deemed to have been
re-elected unless at that meeting --
(a) it is expressly resolved not to fill the vacated office; or
(b) a resolution for the re-election of that director is put and
lost.
61. (1) The directors may at any time appoint any person to be a director,
either to fill a casual vacancy or as an addition to the existing
directors, but so that the total number of directors does not at any
time exceed the number determined in accordance with these
regulations.
(2) Any director so appointed holds office only until the next following
annual general meeting and is then eligible for re-election but
shall not be taken into account in determining the directors who are
to retire by rotation at that meeting.
62. (1) The company may by resolution remove any director before the
expiration of his period of office, and may by resolution appoint
another person in his stead.
(2) The person so appointed is subject to retirement at the same time as
if he had become a director on the day on which the director in
whose place he is appointed was last elected a director.
63. (1) The directors shall be paid such remuneration as is from time to
time determined by the company in general meeting.
(2) That remuneration shall be deemed to accrue from day to day.
(3) The directors may also be paid all travelling and other expenses
properly incurred by them in attending and returning from meetings
of the directors or any committee of the directors or general
meetings of the company other otherwise in connection with the
business of the company.
64. The share qualification for directors may be fixed by the company in
general meeting and, unless and until so fixed, is one share.
65. In addition to the circumstances in which the office of a director becomes
vacant by virtues of the Law, the office of a director becomes vacant if
the director:
(a) 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;
(b) resigns his office by notice in writing to the company;
(c) is absent without the consent of the directors from meetings of the
directors held during a period of 6 months;
(d) without the consent of the company in general meeting holds any
other office of profit under the company except that of managing
director or principal executive officer; or
(e) is directly or indirectly interested in any contract or proposed
contract with the company and fails to declare the nature of his
interest as required by the Law.
POWERS AND DUTIES OF DIRECTORS
66. (1) Subject to the Law and to any other provisions of these regulations,
the business of the company shall be managed by the directors, who
may pay all expenses incurred in promoting and forming the company,
and may exercise all such powers of the company as are not, by the
Law or by these regulations, required to be exercised by the
company in general meeting.
(2) Without limiting the generality of subregulation (1), the directors
may exercise all the powers of the company to borrow money, to
charge any property or business of the company or all or any of its
uncalled capital and to issue debentures or give any other security
for a debt, liability or obligation of the company or of any other
person.
67. (1) The directors may, by power of attorney, appoint any person or
persons to be the attorney or attorneys of the company for such
purposes, with such powers, authorities and discretions (being
powers, authorities and discretions vested in or exercisable by the
directors), for such period and subject to such conditions as they
think fit.
(2) Any such powers of attorney may contain such provisions for the
protection and convenience of persons dealing with the attorney as
the directors think fit and may also authorize the attorney to
delegate all or any of the powers, authorities and discretions
vested in him.
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<PAGE>
68. All cheques, promissory notes, bankers drafts, bills of exchange, and
other negotiable instruments, and all receipts for money paid to the
company, shall be signed, drawn, accepted, endorsed, or otherwise
executed, as the case may be, by any 2 directors or in such other manner
as the directors determine.
PROCEEDINGS OF DIRECTORS
69. (1) The directors may meet together for the despatch of business and
adjourn and otherwise regulate their meetings as they think fit.
(2) A director may at any time, and a secretary shall on the requisition
of a director, convene a meeting of the directors.
70. (1) Subject to these regulations, questions arising at a meeting of
directors shall be decided by a majority of votes of directors
present and voting and any such decision shall for all purposes be
deemed a decision of the directors.
(2) In case of an equality of votes, the chairman of the meeting, in
addition to his deliberative vote (if any), has a casting vote.
71. A director shall not vote in respect of any contract or proposed contract
with the company in which he is in any way, whether directly or
indirectly, interested or in respect of any matter arising out of such a
contract or proposed contract and, if he votes in contravention of this
subregulation, his vote shall not be counted.
72. (1) A director may, with the approval of the other directors, appoint a
person (whether a member of the company or not) to be an alternate
director in his place during such period as he think fit.
(2) an alternate director is entitled to notice of meetings of the
directors and, if the appointor is not present as such a meeting, is
entitled to attend and vote in his stead.
(3) An alternate director may exercise any power that the appointor may
exercise and the exercise of any such power by the alternate
director shall be deemed to be the exercise of the power by the
appointor.
(4) An alternative director is not required to have any share
qualifications.
(5) The appointment of an alternate director may be terminated at any
time by the appointor notwithstanding that the period of the
appointment of the alternate director has not expired, and
terminates in any event if the appointor vacates office as a
director.
(6) An appointment, or the termination of an appointment, of an
alternate director shall be effected by a notice in writing signed
by the director who makes or made the appointment and served on the
company.
73. At a meeting of directors, the number of directors whose presence is
necessary to constitute a quorum is such number as is determined by the
directors and, unless so determined, is 2.
74. In the event a vacancy or vacancies in the office of a director or offices
of directors, the remaining directors may act but, if the number of
remaining directors is not sufficient to constitute a quorum at a meeting
of directors, they may act only for the purpose of increasing the number
of directors to a number sufficient to constitute such a quorum or of
convening a general meeting of the company.
75. (1) The directors shall elect one of their number as chairman of their
meetings and may determine the period for which he is to hold
office.
(2) Where such a meeting is held and;
(a) a chairman has not been elected as provided by subregulation
(1); or
(b) the Chairman is not present within 10 minutes after the time
appointed for the holding of the meeting or is unwilling to
act;
the directors present shall elect one of their number to be a
chairman of the meeting.
76. (1) The directors may delegate any of their powers to a committee or
committees consisting of such of their number as they think fit.
(2) A committee to which any powers have been so delegated shall
exercise the powers delegated in accordance with any directions of
the directors and a power so exercised shall be deemed to have been
exercised by the directors.
(3) The members of such a committee may elect one of their number as
chairman of their meetings.
(4) Where such a meeting is held and;
(a) a chairman has not been elected as provided by subregulation
(3); or
(b) the chairman is not present within 10 minutes after the time
appointed for the holding of the meeting or is unwilling to
act;
the members present may elect one of their number to be chairman of
the meeting.
(5) A committee may meet and adjourn as it thinks proper.
(6) Questions arising at a meeting of a committee shall be determined by
a majority of votes of the members present and voting.
(7) In the case of an equality of votes, the chairman, in addition to
his deliberative vote (if any) has a casting vote.
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<PAGE>
77. (1) If all the directors have signed a document containing a statement
that they are in favour of a resolution of the directors in terms
set out in the document, a resolution in those terms shall be deemed
to have been passed at a meeting of the directors held on the day on
which the document was signed and at the time at which the document
was last signed by a director, or, if the directors signed the
document on different days, on the day on which and at the time at
which, the document was last signed by a director.
(2) For the purpose of subregulation (1), 2 or more separate documents
containing statements in identical terms each of which is signed by
one or more directors shall together be deemed to constitute one
document containing a statement in those terms signed by those
directors on the respective days on which they signed the separate
documents.
(3) A reference in subregulation (1) to all the directors does not
include a reference to a director who, at a meeting of directors,
would not be entitled to vote on the resolution.
78. All acts done by any meeting of the directors or of a committee of
directors or by any person acting as director are, notwithstanding that it
is afterwards discovered that there was some defect in the appointment of
a person to be a director, or a member of a committee, or to act as, a
director, or that a person so appointed was disqualified, as valid as if
the person had been duly appointed and was qualified to be a director or
to be a member of the committee.
MANAGING DIRECTOR
79. (1) The directors may from time to time appoint one or more of their
number to the office of managing director for such period and on
such terms as they think fit, and, subject to the terms of any
agreement entered into in a particular case, may revoke any such
appointment.
(2) A director so appointed shall not, while holding that office, be
subject to retirement by rotation or be taken into account in
determining the rotation of retirement of directors, but his
appointment automatically terminates if he ceases from any cause
to be a director.
80. A managing director shall, subject to the terms of any agreement entered
into in a particular case, receive such remuneration (whether by way of
salary, commission or participation in profits, or partly in one way and
partly in another) as the directors determine.
81. (1) The directors may, upon such terms and conditions and with such
restrictions as they think fit, confer upon a managing director any
of the powers exercisable by them.
(2) Any power so conferred may be concurrent with, or be to the
exclusion of, the powers of the directors.
(3) The directors may at any time withdraw or vary any of the powers so
conferred on a managing director.
ASSOCIATE DIRECTORS
82. (1) The directors may from time to time appoint any person to be an
associate director an may from time to time terminate any such
appointment.
(2) The directors may from time to time determine the powers, duties and
remuneration of any person so appointed.
(3) A person so appointed is not required to hold any shares to qualify
him for appointment but, except by the invitation and with the
consent of the directors, does not have any rights to attend or vote
at any meeting of directors.
SECRETARY
83. A secretary of the company holds office on such terms and conditions, as
to remuneration and otherwise, as the directors determine.
SEAL
84. (1) The directors shall provide for the safe custody of the seal.
(2) The seal shall be used only by the authority of the directors, or of
a committee of the directors authorised by the directors to
authorise the use of the seal, and every document to which the seal
is affixed shall be signed by a director and be countersigned by
another director, a secretary or another person appointed by the
directors to countersign that document or a class of documents in
which that document is included.
INSPECTION OF RECORDS
85. The directors shall determine whether and to what extent, and at what time
and places and under what conditions, the accounting records and other
documents of the company or any of them will be open to the inspection of
members other than directors, and a member other than a director does not
have the right to inspect any document of the company except as provided
by law or authorised by the directors or by the company in general
meeting.
DIVIDENDS AND RESERVES
86. (1) The company is general meeting may declare a dividend if, and only
if the directors have recommended a dividend.
(2) A dividend shall not exceed the amount recommended by the directors.
87. The directors may authorise the payment by the company to the members of
such interim dividends as appear to the directors to be justified by the
profits of the company.
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88. Interest is not payable by the company in respect of any dividend.
89. (1) The directors may, before recommending any dividend, set aside out
of the profits of the company such sums as they think proper as
reserves, to be applied, at the discretion of the directors, for any
purpose for which the profits of the company may be properly
applied.
(2) Pending any such application the reserves may, at the discretion of
the directors, be used in the business of the company or be invested
in such investments as the directors think fit.
(3) The directors may carry forward so much of the profits remaining as
they consider ought not to be distributed as dividends without
transferring those profits to a reserve.
90. (1) Subject to the rights of persons (if any) entitled to shares with
special rights as to dividend, all dividends shall be declared and
paid according to the amounts paid or credited as paid on the shares
in respect of which the dividend is paid.
(2) All dividends shall be apportioned and paid proportionately to the
amounts paid or credited as paid on the shares during any portion or
portions of the period in respect of which the dividend is paid,
but, if any share is issued on terms providing that it will rank for
dividend as from a particular date, that share ranks for dividend
accordingly.
(3) An amount paid or credited as paid on a share in advance of a call
shall not be taken of the purposes of this regulation to be paid or
credited as paid on the share.
91. The directors may deduct from any dividend payable to a member all sums of
money (if any) presently payable by him to the company on account of calls
or otherwise in relation to shares in the company.
92. (1) Any general meeting declaring a dividend may, by resolution, direct
payment of the dividend wholly or partly by the distribution of
specific assets, including paid up shares in, or debentures of, any
other corporation, and the directors shall give effect to such a
resolution.
(2) Where a difficulty arises in regard to such a distribution, the
directors may settle the matter as they consider expedient and fix
the value for distribution of the specific assets or any part of
those assets and may determine that cash payments will be made to
any members on the basis of the value so fixed in order to adjust
the rights of all parties, and may vest any such specific assets in
trustees as the directors consider expedient.
93. (1) Any dividend, interest or other money payable in cash in respect of
shares may be paid by cheque sent through the post directed to:
(a) The address of the holder as shown in the register of members,
or in the case of joint holders, to the address shown in the
register of members as the address of the joint holder first
named in that Register; or
(b) to such other address as the holder or joint holders in
writing directs or direct.
(2) Any one of 2 or more joint holders may give effectual receipts for
any dividends, interest or other money payable in respect of the
shares held by them as joint holders.
CAPITALISATION OF PROFITS
94. (1) Subject to subregulation (2), the company in general meeting may
resolve that it is desirable to capitalise any sum, being the whole
or a part of the amount for the time being standing to the credit of
any reserve account or the profit and loss account or otherwise
available for distributions to members, and that the sum be applied,
in any of the ways mentioned in subregulation (3), for the benefit
of members in the proportions to which those members would have been
entitled in a distribution of that sum by way of dividend.
(2) The company shall not pass a resolution as mentioned in
subregulation (1) unless the resolution has been recommended by the
directors.
(3) The ways in which a sum may be applied for the benefit of members
under subregulation (1) are:
(a) in paying up any amounts unpaid on shares held by members;
(b) in paying up in full unissued shares or debentures to be
issued to members as fully paid; or
(c) partly as mentioned in paragraph (a) and partly as mentioned
in paragraph (b).
(4) The directors shall do all things necessary to give effect to the
resolution and, in particular, to the extent necessary to adjust the
rights of the members among themselves, may:
(a) issue fractional certificates or make cash payments in cases
where shares or debentures become issuable in fractions; and
(b) authorise any person to make, on behalf of all the members
entitled to any further shares or debentures upon the
capitalisation, an agreement with the company providing for
the issue to them, credited as fully paid up, of any such
further shares or debentures or for the payment up by the
company on their behalf of the amounts or part of the amounts
remaining unpaid on their existing shares by the application
of their respective proportions of the sum resolved to be
capitalised;
and any agreement made under an authority referred to in paragraph
(b) is effective and binding on all the members concerned.
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NOTICES
95. (1) A notice may be given by the company to any member either by
serving it on him personally or by sending it by post to him at his
address as shown in the Register of members or the address supplied
by him to the company for the giving of notices to him.
(2) Where a notice is sent by post, service of the notice shall be
deemed to be effected by properly addressing, prepaying, and posting
a letter containing the notice, and to have been effected, in the
case of a notice of a meeting, on the day after the date of its
posting and, in any other case, at the time at which the letter
would be delivered in the ordinary course of post.
(3) A notice may be given by the company to the joint holders of a
share by giving the notice to the joint holder first named in the
register of members in respect of the share.
(4) A notice may be given by the company to a person entitled to a share
in consequence of the death or bankruptcy of a member by serving it
on him personally or by sending it to him by post addressed to him
by name, or by the title of representative of the deceased or
assignee of the bankrupt, or by any like description, at the
address (if any) within the Territory supplied for the purpose by
the person or if such an address has not been supplied, at the
address to which the notice might have been sent if the death or
bankruptcy had not occurred.
96. (1) Notice of every general meeting shall be given in the manner
authorised by regulation 95 to:
(a) every member;
(b) every person entitled to a share in consequence of the death
or bankruptcy of a member who, but for his death or
bankruptcy, would be entitled to receive notice of the
meeting; and
(c) the auditor for the time being of the company.
(2) No other person is entitled to receive notice of general meetings.
WINDING UP
97. (1) If the company is wound up, the liquidator may, with the sanction
of a special resolution, divide among the members in kind the whole
or any part of the property of the company and may for that purpose
set such value as he considers fair upon any property to be so
divided and may determine how the division is to be carried out as
between the members or different classes of members.
(2) The liquidator may, with the sanction of a special resolution, vest
the whole or any part of any such property in trustees upon such
trusts for the benefit of the contributories as the liquidator
thinks fit, but so that no member is compelled to accept any shares
or other securities in respect of which there is any liability.
INDEMNITY
98. Every officer, auditor or agent of the company shall be indemnified out
of the property of the company against any liability incurred by him in
his capacity as officer, auditor or agent 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 in relation to
any such proceedings in which relief is under the Law granted to him by
the Court.
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