Corporations Act 2001 (Cth)
A Company Limited by Shares
TH E CONSTITUTIO N( 章程 )
of
XXXX Pt y Lt d
ABN: XXXXXXXXXXXXX
PAR T ONE -GENERA L
1(Name). The name of the XXXXX (AUST)Pt y Lt d.
2(Limite d Liability). The liability of members is limited.
3(Replaceabl e Rules). The provisions of the Corporations Act 2001 (Cth) which operate as replaceable rules apply to the company where they have been expressly included herein. Where the replaceable rules have not been included they are expressly excluded. Where there is only one (1) dire
ctor and that director is also the sole shareholder the replaceable rules do not apply.
4(Interpretation).
(a) In this constitution unless the context otherwi requires the following words and phras shall have the following meanings: ‘ASIC’ means the Australian Securities and Investments Commission; ‘Constitution’ means this constitution and all subquent amendments to it; ‘Corporation s Act’ means the Corporations Act 2001 (Cth); ‘genera l meeting’ means a meeting of the company’s members; ‘Member s Register’ means the register of members to be kept pursuant to the Corporations Act; ‘Office’ means the registered office for the time being of the company; ‘replaceabl e rules’ means the replaceable rules referred to in the Corporations Act; ‘Seal’means the common al (if any) of the company; ‘Secretary’means any person appointed to perform the duties of a cretary of the company; ‘Section’ means a ction of the Corporations Act.
(b) The dictionary in Part 12 Division 1 of the Corporations Act applies to this Constitution as if that dictionary were fully t out herein;
(c) Where in any Chapter of the Corporations Act there are particular definitions or dictionaries applying to that Chapter or any part of that Chapter then to the extent such definitions or dictionaries
are applicable to this Constitution they are to apply as if they were fully t out herein;
煽风点火(d) Where a Section is referred to in this Constitution it is a Section of the Corporations Act.
PAR T TWO - GENERA L MEETING S
5. Callin g an d notic e o f Genera l Meeting s
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(a) (Callin g Genera l Meetings). Any director of the company or the company
cretary on the written request of any director or of any shareholder holding not less than ten percent (10%) of the voting shares in the company may call a meeting of the company’s members.
(b) (Service). A notice of general meeting must in writing and be rved on each member entitled to attend and vote at the general meeting, on each director of the company and if the company has appointed an auditor on the auditor of the company. For a notice to be effectively rved it must be either:
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(i) posted to the member, director or auditor at his, her, its last known address; or
(ii) personally handed to the directors, auditor or member concerned. In the ca of a member that is not a natural person by being left at its registered office or handed to a director of that corporate member.
(c) (Dat e o f Service). A notice shall be deemed to have been rved:
(i) in the ca of a notice rved by post two days after posting;
(ii) in the ca of a notice rved personally on the date it is handed to the recipient or left at the registered office or handed to a director of that corporate member.
(d) (Content s o f a Notic e –Sectio n 249L). A notice of a meeting of a company’s members must:
(i) Set out the place date and time for the meeting (and, if the meeting is to be held in two or more places, the technology that will be ud to facilitate this); and
(ii) State the general nature of the business;
(iii) If a special resolution is to be propod at the meeting, t out an
intention to propo the special resolution and state the resolution;
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(iv) If a member is entitled to appoint a proxy, the proxy must contain a
statement tting out the following information:
(A) that a member has the right to appoint a proxy;
(B) whether or not the proxy needs to be a member of the company; and
(C) that a member who is entitled to cast two or more votes may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exerci.
6. Quorum
(a) (Quoru m –Sectio n 249T –a replaceabl e rule). The quorum for a meeting of the company’s members is two members and the quorum must be prent at all times during the meeting.
(b) (Determinin g whethe r quoru m i s pren t –Sectio n 249T(2) – a replaceabl e rule). In determining whether a quorum is prent, count individuals attending as proxies or body corporate r
eprentatives. However, if a member has appointed more than one proxy or reprentative, count only one of them. If an individual is attending both as a member and as a proxy or body corporate reprentative, count them only once.
Note 1: For rights to appoint proxies, e ction 249X.
Note 2: For body corporate reprentatives, e ction 250D.
(c) (N o quoru m pren t –Sectio n 249T(3) –a replaceabl e rule). A meeting of the company’s members that does not have a quorum prent within thirty (30) minutes after the time for the meeting t out in the notice of meeting is adjourned to the date, time and place the directors specify. If the directors do not specify one or more of tho things, the meeting is adjourned to:
(i) if the date is not specified, the same day in the next week; and
(ii) if the time is not specified, the same time; and
(iii) if the place is not specified, the same place.
产量英语(d) (N o quoru m a t resume d meeting s –Sectio n 249T(4) –a replaceabl e rule). If no quorum is pre
nt at the resumed meeting within thirty (30) minutes after the time for the meeting, the meeting is dissolved.
7. Chairperson
(a) (Electio n o f Chairperson). The members shall elect an individual who is a member of the company (or a reprentative of a member of the company) to chair general meetings.
(b) (Standin g Chairperson). The members may elect a person to be a standing chairperson and that person shall chair all general meetings at which he or she is prent.
(c) (Interi m Chairperson). In the event that the elected standing chairperson is not in attendance within ten (10) minutes of the time when the general meeting is convened then the members prent shall elect an individual who is a member of the company (or a reprentative member of the company) to chair that general meeting but only during the abnce of the standing chairperson. If the standing chairperson joins the general meeting after the election of a chairperson for that general meeting then the standing chairperson shall take over as chairperson of the meeting.
8. (Chairperson’s castin g vot e –Sectio n 250E(3) – a replaceabl e rule). The
chairperson has a casting vote, and also, if he or she is a member, any vote he or she has in his or her capacity as a member.
Note 1: The chairperson may be precluded from voting, eg. by a conflict
of interest. Note 2: For rights to appoint proxies, e Section 249X.
国考热门岗位万里挑一9. Adjournments
(a) (Chairperso n mus t adjour n Sectio n 249U(4) –a replaceabl e rule). The chairperson must adjourn a general meeting if the members prent with a majority of votes at the general meeting agree or direct that the chairperson must do so.
(b) (Busines s a t adjourne d genera l meeting s –Sectio n 249W –a replaceabl e rule). Only unfinished business is to be transacted at a general meeting resumed after an adjournment.
(c) (Notic e o f adjourne d genera l meeting s –Sectio n 249M –a replaceabl e rule). When a general meeting is adjourned, a new notice of the resumed general
meeting must be given if the general meeting is adjourned for one month or more.
10. Votin g an d Poll s
(a) (Sho w o f hand s Sectio n 250J(1) – a replaceabl e rule). A resolution put to the vote at a general meeting must be decided on a show of hands unless
a poll is demanded.
口语培训(b) (Prox y vote s Sectio n 250J(1A) – a replaceabl e rule). Before a vote is taken the chairperson must inform the general meeting whether any proxy votes have been received and how the proxy votes are to be cast.
(c) (Resul t Sectio n 250J(2) – a replaceabl e rule). On a show of hands, a declaration by the chairperson is conclusive evidence of the result, provided that the declaration reflects the show of hands and the votes of the proxies received. Neither the chairperson nor the minutes of the general meeting need to state the number or proportion of the votes recorded in favour or against.
(d) (Whe n a pol l mus t b e take n –Sectio n 250M(1) – a replaceabl e rule).
A poll demanded on a matter other than the election of a chairperson or the question of an adjournment must be taken when and in the manner the chairperson directs.
(e) (Electio n o f chai r o r adjournmen t –Sectio n 250M(2) – a replaceabl e rule). A poll on the election of a chairperson or on the question of an adjournment must be taken immediately.
(f) (Sho w o f hand s o r pol l Sectio n 250E(1) –a replaceabl e rule). Subject to any rights or restrictions attached to any class of shares, at a general meeting:
(i) on a show of hands, each member has one vote; and
(ii) on a poll, each member has one vote for each share they hold.
(g) (Jointl y hel d shares). If a share is held jointly and more than one member votes in respect of that share, only the vote of the member who name appears first in the register of members counts.
(h) (Menta l Incapacity). If a member is of unsound mind or is a person who estate is liable to be dealt with in any way under the laws relating to mental health, the member’s committee or trustee or such other person as may properly have the management of his or her estate may exerci any rights of the member in relation to a general meeting as if the committee, trustee or other person were the member.
(i) (Unpai d Calls). A member shall not be entitled to vote at a general meeting unless all calls and ot
her sums prently payable by the member in respect of shares in the company have been paid.
(j) (Objection s t o righ t t o vote). A challenge to a right to vote at a general meeting:
(i) may only be made at the meeting; and
(ii) must be determined by the chair, who decision is final.
11. Proxies
(a) (Appointmen t o f Prox y –Sectio n 249X(1) – a replaceabl e rule). A member who is entitled to attend and cast a vote at a general meeting may appoint a person as the member’s proxy to attend and vote for the member at that general meeting.
(b) (Proportio n o r numbe r o f vote s –Sectio n 249X(2) –a replaceabl e rule). The appointment may specify the proportion or number of votes that the proxy may
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exerci.
(c) (Members’entitlemen t t o appoin t mor e tha n on e prox y –Sectio n 249X(3) – a replaceabl e rul
e). If the member is entitled to cast two or more votes at the general meeting, that member may appoint two proxies. If the member appoints two proxies
and the appointment does not specify the proportion or number of the member’s votes each proxy may exerci half of the votes. Where this results in fractions of votes then the fractions are to be disregarded.
(d) (Instrumen t o f Proxy). An instrument appointing a proxy shall be in writing under the hand of the appointor or of the appointor’s attorney duly authorid in writing or, if the appointor is a corporation, either under al or under the hand of an officer or attorney duly authorid.
(e) (Particula r Resolution). 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 shall not be entitled to vote on the resolution except as specified in the instrument.
(f) (Abstention). An instrument appointing a proxy may specify that the proxy is to abstain from voting in respect of a particular resolution and, where an instrument of proxy so provides, the proxy shall not vote in respect of the resolution.
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(g) (Deman d fo r Poll). An instrument appointing a proxy shall be deemed to confer authority to demand or join in demanding a poll.
(h) (For m o f Proxy). An instrument appointing a proxy shall be in the following form or in a form that is as similar to the following form as the circumstances allow:
FORM
APPOINTMENT OF PROXY I/We, _________________________, of ________________________, being a member/members of the abovenamed
company, hereby appoint _____________________ of _________________________ or, failing him/her, _____________________ of _________________________ or, failing him/her, the chairperson of the meeting as my/our proxy to vote for me/us and on my/our behalf* at all general meetings of the company until further notice/* at the *annual general/*general meeting of the company to be held on the ______ day of _______________ 20____ and at any adjournment of that meeting. *My/our proxy is entitled to vote with respect to *_______% of my/our shares/*_____ shares. This form is to be ud in accordance with the directions below. Unless the proxy is directed, he/she may vote or
abstain as he/she thinks fit.
For Against Abstain [Description of
resolution] *Strike out whichever is
not desired.
