Constitution - Cleardocs

ConstitutionofSAMPLE AUGUST 2007 Pty. Ltd.100 Test StreetSYDNEY, NSW, 2000ACN:CLEARDOCS PTY LTD745 - 766 Yellow Rock RoadCorrimal East NSW 2518Tel: 1300 307 343Fax:support@cleardocs.comMaddocksLevel 6140 William StreetMelbourne VIC 3000Tel: 03 9288 0555Fax: 03 9288 0666info@maddocks.com.auwww.maddocks.com.au

Table of contentsOverview.1AManagement of the company .2Company’s powers.2Company managed by the Board .2Directors to appoint company secretary .2Powers of directors .2Directors may confer powers on a person .3Number of directors.3Appointment and removal of directors .3Retirement of directors.3Office of director becomes vacant .3Alternate directors .4Powers of alternate directors .4Notice of meetings .4Resignation of alternate director .4Termination or suspension of appointment of alternate director .4Appointment of managing director .4Resignation etc of managing director .5Managing director ceasing to hold office .5Powers of managing director .5Remuneration of directors.5Expenses .5Conflict of interests.5Disclosure of an interest .6General notice of an interest.6Effect of disclosure by a director.6BMeetings of directors.6Directors may regulate meetings .6Holding meetings .6Failure to give notice .7Quorum .7Chair.7Meetings of directors in different places .7Director’s consent to meeting of directors in different places .7Departure from a meeting of directors in different places.7Voting and resolutions at a meeting.7Resolutions by circular .8Minutes of meetings .8Committees of directors .8Minutes of meetings of committees .9Validation of acts of directors.9Execution of documents.9Company seal .9

CGeneral meetings of the company .9Convening a general meeting .9Notice of meetings .10Cancellation .10Adjournment.10Quorum .11Chair.11Chair’s rulings final.11Adjournment.11Adjourned meetings .11Voting rights .12Votes .12Votes by joint holders.12Members not entitled to vote: general.12Members not entitled to vote: amount unpaid.12Objection to vote .12Method of voting.12Chair to declare proxies before taking vote .13Declaration of result of a vote on a show of hands.13When a poll may be demanded .13Demand may be withdrawn .13Taking of poll.13Chair’s votes .13Right of non-members to attend general meeting .13Resolutions by circular .13Resolutions by sole member.14Proxies .14Appointment of proxy .14Form of proxy .14Revocation of appointment .16Lodgement of proxies.16Rights of proxies etc.16Votes by proxy etc remain valid .16Proxy of joint holders.16Chair may require evidence .17Meetings of members of a class of shares .17DShares in the company.17Power to issue shares.17Shares that may be issued .17Issue price.17Pre-emptive rights .17Offer .18Shares not accepted .18Members may waive compliance.18Preference shares.18Variation of rights .19

Variation or cancellation of shares.19Commission and brokerage .19Share certificates .19Calls on shares .20Notice of a call.20Fixed payment dates to be dates of calls.20Liability for a call.20Interest on unpaid calls .20Proceedings .20Prepayment of calls.21Forfeiture of shares .21Notice that forfeiture has taken place .21Consequences of forfeiture.21Evidence of forfeiture .22Disposal of forfeited shares .22Balance belongs to former member.22Company has a lien on shares in respect of amounts payable .22Company’s indemnity and lien in respect of certain liabilities etc.22Suspension of a member’s rights.23Enforcement of a lien .23Completion of sale under a lien .23Proceeds of sale under lien .23Transfer of shares .23Registration of transfer.23Refusal to register .24Notice to the company before transfer.24Company acts as agent for the member.24Shares to be offered to other members .24Offer .24Shares not accepted .25Nomination of purchaser by the company .25Price set by valuation .25Failure to transfer .25Purchasers not found .26Members may waive compliance.26Suspension of transfers .26Transmission of shares on the death of a member .26Election by a person entitled.26Entitlement before registration .26Incapacity etc of member .26ECapital and profits of the company.27Alteration of capital of the company.27Power to reduce capital .27Power to buy back shares.27Reserving profits .27Carrying forward profits.27

Capitalising profits.27Distribution of capital.28Declaration of dividends.28Apportioning dividends.28Deductions from dividends.28Dividends payable in kind .28No interest payable .29Method of payment of dividends .29Unclaimed dividends .29Reserves .29Carrying forward of profits.29FLoans to members .29Loans under Division 7A of the Income Tax Assessment Act 1936 .29GMiscellaneous.30Display of name .30Registered office .30Records to be kept .30Register of charges .30Confidential information .30Notices .30Time of service.30Notice to a person entitled on the death etc of a member .31Notice to joint holders.31Notice of a general meeting .31Persons not entitled to notice.31Winding up of the company .31Distribution of the company assets .32Remuneration in relation to winding up etc.32HIndemnity for officers etc .32Indemnity.32Payment for an insurance policy.32Interrelationship between indemnity and policy .33Indemnity continues .33Definitions .34Schedule 1.35Schedule 2.38Schedule 3 – Default Loan Agreement (Part G) .39AThe facility .39Interest on loans.39Minimum annual repayment.39Repayment of loan and interest .39Capitalising interest.39Company may require security .39Costs .39BDefault .39

Acceleration of amounts owing under this agreement.39CGeneral provisions.41Method of payment .41Joint and individual liability.41Waiver .41Severability.41Jurisdiction .41Definitions in this Schedule 3 .42Execution .43

OverviewThis is the constitution of SAMPLE AUGUST 2007 Pty. Ltd.The company is a proprietary company limited by shares. The liability of its members is limited toany amount owing on their shares.The company is not allowed to have more than 50 members who are not employees of thecompany or a subsidiary company or former employees of either who became members duringtheir employment. For this purpose joint holders of particular shares are counted as one member.The company must always have at least one member. The company is not allowed to engage in an activity that would require a disclosuredocument to be lodged under Chapter 6D of the Corporations Act. This does not apply toan offer to existing members of the company or to employees of the company or asubsidiary company.The constitution sets out the basis on which the company is to be managed. Nothing in theconstitution is intended to derogate from the Corporations Act. That Act imposes numerousobligations on the company which are not reproduced in this constitution. It prevails over anythingin this constitution to the extent that they are inconsistent. This constitution replaces thereplaceable rules in the Corporations Act. Words used in the constitution that have a meaning inthe Corporations Act have the same meaning in this constitution.1

AManagement of the companyCompany’s powers1Subject to any restrictions under the Corporations Act, the company has all the powers ofa natural person. It also has the power: to issue and cancel shares, including bonus shares, redeemable or nonredeemable preference shares, and partly paid shares; to issue debentures of the company; to grant options over unissued shares; to distribute company property among members, whether in kind or otherwise; to give security by charging uncalled capital of the company; to grant a fixed or floating charge over company property; to obtain the registration or recognition of the company as a body corporate inany other jurisdiction; to do anything it may lawfully do in any jurisdiction.Company managed by the Board2The Board of Directors manages the company. It must do so in accordance with theCorporations Act and lawful resolutions of the company. The initial directors are namedin the Schedule. A director is not required to own shares in the company.Directors to appoint company secretary3The directors may appoint one or more company secretaries in accordance with theCorporations Act on the conditions they think fit. The directors may remove a companysecretary from office. Unless the directors decide otherwise, the company secretary isalso the company’s public officer.Powers of directors4Through the Board, the directors have the power and duty to manage and control thebusiness and affairs of the company. They may exercise all the company’s powers,except those that are required to be exercised by the company in general meeting. Thefollowing are among the specific powers they have: to borrow or raise money; to secure the payment of any money in any way, including by mortgage,debenture or charge on all the company’s assets and undertakings, present andfuture.2

Directors may confer powers on a person5The directors may confer on a person (including a director) the power to do specifiedthings on behalf of the company, whether by power of attorney or not. They may conferon that person a power of sub-delegation.The entrusting of a power to a person does not exclude its exercise by the directorsthemselves.Number of directors6There must be at least one director of the company and not more than 10. The companymay change the number of directors above one by passing a resolution at a generalmeeting of the company. If the number of directors falls below the minimum set by thecompany, they must not act as directors until the number is increased to the minimum,except: to increase the number of directors to the minimum; to convene a general meeting of the company.Appointment and removal of directors7The company or the directors may appoint a director, remove a director, or do both, bypassing a resolution at a general meeting of the company.The directors may appoint a director either to fill a casual vacancy or to add to theirnumber. A director appointed by the directors ceases to be a director 6 months after thedate of his or her appointment unless the appointment is confirmed by the company'spassing a resolution at a general meeting.Retirement of directors8A director may retire from office by giving written notice to the company at its registeredoffice. The resignation is effective at the time stated in the notice, provided it is after thetime the notice was given. If not, the notice is effective immediately it is given.Office of director becomes vacant9A director automatically ceases to be a director if any of the following applies: the director is prohibited from being a director or ceases to be a director or isremoved from being a director by the Corporations Act or by an order madeunder it; the director becomes insolvent or makes a composition or arrangement with hisor her creditors or a class of them; the director becomes of unsound mind or a person who is, or whose estate is,liable to be dealt with in any way under any law relating to mental health; the director is absent from meetings of directors for 6 consecutive monthswit

The constitution sets out the basis on which the company is to be managed. Nothing in the constitution is intended to derogate from the Corporations Act. That Act imposes numerous obligations on the company which are not reproduced in this constitution. It prevails over anything in this constitution to the extent that they are inconsistent.