Constitution – GEOSIP Pty Ltd

(Trading as Hemp Block Australia and HEMPBLOCK INTERNATIONAL)

Table of Contents

1.0 PRELIMINARY
1.1 Definitions
1.2 Interpretation
1.3 Application of the Act
1.4 Exercise of powers
1.5 Table A and replaceable clauses not to apply
1.6 Single shareholder company

2.0 SHARE CAPITAL
2.1 Shares
2.2 Preference shares
2.3 Variation of class rights
2.4 Alteration of share capital
2.5 Equitable and other claims
2.6 Currency

3.0 CALLS, FORFEITURE, LIEN AND SURRENDER
3.1 Calls
3.2 Proceedings for recovery of calls
3.3 Payments in advance of calls
3.4 Forfeiting partly paid shares
3.5 Indemnity for payments by the company
3.6 Lien on shares
3.7 Surrender of shares
3.8 Procedures after sale, reissue or other disposal of shares by the company
3.9 Interest payable by shareholder

4.0 TRANSFER OF SHARES
4.1 Power to decline registration of transfers
4.2 Transfer of shares
4.3 Power to suspend registration of transfers
4.4 Outside shareholders
4.5 Transmission events

5.0 GENERAL MEETINGS
5.1 Calling general meetings
5.2 Notice of general meeting
5.3 Admission to general meetings
5.4 Quorum at general meetings
5.5 Chairperson of general meetings
5.6 Conduct of general meetings
5.7 Decisions at general meetings
5.8 Voting rights
5.9 Decisions without general meetings
5.10 Resolution of single shareholder
5.11 Representation at general meetings

6.0 DIRECTORS
6.1 Appointment and removal of directors
6.2 Vacation of office
6.3 Remuneration of directors
6.4 Share qualification
6.5 Interested directors and outside directorships
6.6 Powers and duties of directors
6.7 Proceedings of directors
6.8 Convening meetings of directors
6.9 Notice of meetings of directors
6.10 Quorum at meetings of directors
6.11 Chairperson of directors
6.12 Decisions of directors
6.13 Written resolutions of directors
6.14 Alternate directors
6.15 Committees of directors and delegation to a director
6.16 Validity of acts

7.0 EXECUTIVE OFFICERS
7.1 Managing directors
7.2 Secretaries
7.3 Provisions applicable to all executive officers

8.0 SEALS
8.1 Common seal
8.2 Use of seal

9.0 DISTRIBUTION OF PROFITS
9.1 Dividends
9.2 Capitalisation of profits
9.3 Ancillary powers
9.4 Reserves
9.5 Carry forward of profits

10.0 WINDING UP
10.1 Distribution of surplus
10.2 Division of property

11.0 INDEMNITY AND INSURANCE
11.1 Persons to whom clauses 11.2 and 11.4 apply
11.2 Indemnity
11.3 Extent of indemnity
11.4 Insurance
11.5 Savings
11.6 Deed

12.0 ACCESS TO DOCUMENTS

13.0 NOTICES
13.1 Notices by the company to shareholders
13.2 Notices by the company to directors
13.3 Notices by shareholders or directors to the company
13.4 Time of service
13.5 Other communications and documents
13.6 Notices in writing

14.0 GENERAL
14.1 Submission to jurisdiction
14.2 Prohibition and enforceability

15.0 TRANSITIONAL PROVISIONS

PRELIMINARY

Definitions

The meanings of the terms used in this constitution are set out below.

Term Meaning
Act the Corporations Act 2001 (Cth).
Company GeoSIP Pty Ltd ACN 672 111 862,
Employee an officer or employee of the Company or of a related body corporate as defined in the Act.
Outside Shareshareholder a shareholder who is neither an Employee nor a related body corporate of the Company.
Representative in relation to a shareholder which is a body corporate, means a person authorised by the body corporate under the Act or a corresponding previous law to act as its representative.

Interpretation

  1. A reference in this constitution to a partly paid share is a reference to a share on which there is an amount unpaid.
  2. A reference in this constitution to a call or an amount called in respect of a share includes a reference to an amount that, by the terms of issue of a share, becomes payable on issue or at a fixed date.
  3. A shareholder is to be taken to be present at a general meeting if the shareholder is present in person or by proxy, attorney or representative.
  4. A chairperson appointed under this constitution may be referred to as chairman or chairwoman, or as
  5. A reference in this constitution in general terms to a person holding or occupying a particular office or position includes a reference to any person who occupies or performs the duties of that office or position for the time being.
  6. In this constitution, unless the contrary intention appears:
  1. words importing the singular include the plural and words importing the plural include the singular;
  2. words importing a gender include every other gender;
  3. words used to denote persons generally or importing a natural person include any company, corporation, body corporate, body politic, partnership, joint venture, association, board, group or other body (whether or not the body is incorporated);
  4. a reference to a person includes that person’s successors and legal personal representatives;
  5. a reference to any statute, regulation, proclamation, ordinance or by law includes all statutes, regulations, proclamations, ordinances or by laws varying, consolidating or replacing them and a reference to a statute includes all regulations, proclamations, ordinances and by laws issued under that statute; and
  6. where a word or phrase is given a particular meaning, other parts of speech and grammatical forms of that word or phrase have corresponding meanings.

Application of the Act

  1. Unless the contrary intention appears, an expression in a clause that deals with a matter dealt with by a provision of the Act has the same meaning as in that provision of the Act.
  2. Unless the contrary intention appears, an expression in a clause that deals with a matter dealt with by a provision of the Act has the same meaning as in that provision of the Act.
  3. Subject to clause 1.3(a), unless the contrary intention appears, an expression in a clause that is used in the Act has the same meaning in this constitution as in the Act.

Exercise of powers

  1. The company may, in any way the Act permits:
  1. exercise any power:
  2. take any action; or
  3. engage in any conduct or procedure,

which, under the Act, a company limited by shares may exercise, take or engage in.

  1. Where this constitution provides that a person or body may do a particular act or thing, the act or thing may be done at the person’s discretion.
  2. Where this constitution confers a power to do a particular act or thing, the power is, unless the contrary intention appears, to be taken as including a power exercisable in the same manner and subject to the same conditions (if any) to repeal, rescind, revoke, amend or vary that act or thing.
  3. Where this constitution confers a power to do a particular act or thing, the power is, unless the contrary intention appears, to be taken as including a power exercisable in the same manner and subject to the same conditions (if any) to repeal, rescind, revoke, amend or vary that act or thing.
  4. Where this constitution confers a power to do a particular act or thing in respect of particular matters, the power is, unless the contrary intention appears, to be taken to include a power to do that act or thing in respect of some only of those matters or in respect of a particular class or particular classes of those matters and to make different provision in respect of different matters or different classes of matters.
  5. Where this constitution confers a power to make appointments to any office or position, the power is, unless the contrary intention appears, to be taken to include a power:
    1. to appoint a person to act in the office or position until a person is appointed to the office or position;
    2. subject to any contract between the company and the relevant person, to remove or suspend any person appointed, with or without cause; and
    3. to appoint another person temporarily in the place of any person so removed or suspended or in place of any sick or absent shareholder of the office or position.
  6. Where this constitution confers a power or imposes a duty then, unless the contrary intention appears, the power may be exercised and the duty must be performed from time to time as the occasion requires.
  7. Where this constitution confers a power or imposes a duty on the shareholder of an office as such then, unless the contrary intention appears, the power may be exercised and the duty must be performed by the shareholder for the time being of the office.
  8. Where this constitution confers power on a person or body to delegate a function or power:
  1. the delegation may be concurrent with, or (except in the case of a delegation by the board of directors) to the exclusion of, the performance or exercise of that function or power by the person or body;
  2. the delegation may be either general or limited in any manner provided in the terms of delegation;
  3. the delegation need not be to a specified person but may be to any person from time to time holding, occupying or performing the duties of a specified office or position;
  4. the delegation may include the power to delegate;
  5. where the performance or exercise of that function or power is dependent on the opinion, belief or state of mind of that person or body in relation to a matter, that function or power may be performed or exercised by the delegate on the opinion, belief or state of mind of the delegate in relation to that matter; and
  6. the function or power so delegated, when performed or exercised by the delegate, is to be taken to have been performed or exercised by the person or body.

Table A and replaceable clauses not to apply

The regulations in Table A in the Act and those provisions of the Act designated as replaceable clauses do not apply to the company except so far as they are repeated in this constitution.

Single shareholder company

If at any time the company has only one shareholder then, unless the contrary intention appears:

  1. a reference in a clause to ‘the shareholders’ is a reference to that shareholder; and
  2. without limiting clause 1.6(a), a clause which confers a power or imposes an obligation on the shareholders to do a particular thing confers that power or imposes that obligation on that shareholder.

SHARE CAPITAL

Shares

Without prejudice to any special rights conferred on the shareholders of any shares or class of shares, the directors may:

  1. issue, allot or grant options for, or otherwise dispose of, shares in the company; and
  2. decide:
    1. the persons to whom shares are issued or options are granted;
    2. the terms on which shares are issued or options are granted; and
    3. the rights and restrictions attached to those shares and options.

Preference shares

The company may issue preference shares including preference shares which are, or at the option of the company or shareholder are, liable to be redeemed or convertible into ordinary shares.

Variation of class rights

Unless otherwise provided by the terms of issue of a class of shares:

  1. all or any of the rights or privileges attached to the class may be varied, whether or not the company is being wound up, only with the consent in writing of the shareholders 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 shareholders of the issued shares of that class;
  2. the provisions of these clauses relating to general meetings apply, so far as they can and with such changes as are necessary, to each separate meeting of the shareholders of the issued shares of that class; and
  3. the rights conferred on the shareholders of the shares of that class are to be taken as not having been varied by the creation or issue of further shares ranking equally with them.

Alteration of share capital

  1. The company may alter its share capital in any manner permitted by law.
  2. Where fractions of shares are or would otherwise be created by an alteration of share capital under clause 2.4(a), the directors may:
    1. make cash payments;
    2. decide that fractions of shares are to be disregarded or rounded down to the nearest whole share; or
    3. decide that fractions of shares are to be rounded up to the nearest whole share by capitalising any amount available for capitalisation under clause 9.2 even though some only of the shareholders may participate in that capitalisation.

Equitable and other claims

  1. Except where a law or this constitution requires otherwise, the company is entitled to treat the registered shareholder of a share as the absolute owner of that share and need not:
    1. recognise a person as holding a share on trust, even if the company has notice of that trust; or
    2. recognise, or be bound by, any equitable, contingent, future or partial claim to or interest in a share by any other person except an absolute right of ownership in the registered shareholder, even if the company has notice of that claim or interest.
  2. With the consent of the directors, shares held by a trustee may be marked in the register in such a way as to identify them as being held subject to the relevant trust

Nothing in clause 2.5(b) limits the operation of clause 2.5(a).

Currency

An amount payable to the shareholder of a share, whether by way of or on account of dividend, return of capital, participation in the property of the company on a winding up or otherwise, may be paid, with the agreement of the shareholder or pursuant to the terms of issue of the share, in the currency of a country other than Australia and the directors may fix a date up to 7 days before the payment date as the date on which any applicable exchange rate will be determined for that purpose.

CALLS, FORFEITURE, LIEN AND SURRENDER

Calls

  1. Subject to this constitution and to the terms on which any shares are issued, the directors may:
    1. make calls on the shareholders for any amount unpaid on their shares which is not by the terms of issue of those shares made payable at fixed times; and
    2. on the issue of shares, differentiate between shareholders as to the amount of calls to be paid and the time for the payment.
  2. The directors may require a call to be paid by instalments.
  3. On receiving at least 14 days notice specifying the time and place of payment, each shareholder must pay to the company by the time and at the place so specified the amount called on the shareholder’s shares.
  4. A call is to be taken as having been made when the resolution of the directors authorising the call was passed.
  5. The directors may revoke or postpone a call or extend the time for payment.
  6. Failure of a shareholder to receive a notice of a call by, or the accidental failure to give notice of a call to a shareholder, does not invalidate the call.
  7. If an amount called on a share is not paid in full by the time appointed for payment, the person from whom the amount is due must pay:
    1. interest on the unpaid part of the amount from the date specified for payment to the date of actual payment, at a rate determined under clause 3.9; and
    2. if the share was issued after the date this constitution is adopted, any expenses or damages the company incurs because the amount has not been paid or has been paid late.
  8. Any amount unpaid on a share that, by the terms of issue of the share, becomes payable on issue or at a fixed date:
    1. is treated for the purposes of this constitution as if that amount was payable pursuant to a call duly made and notified; and
    2. must be paid on the date on which it is payable under the terms of issue of the share.
  9. The directors may, to the extent the law permits, waive or compromise all or any part of any payment due to the company under the terms of issue of a share or under this clause 3.1.

Proceedings for recovery of calls

  1. In an action or other proceedings to recover a call, or interest or costs or expenses incurred because of the failure to pay or late payment of a call, proof that:
    1. the name of the defendant is entered in the register as the shareholder or one of the shareholders of the share on which the call is claimed;
    2. the resolution making the call is recorded in the minute book; and
    3. notice of the call was given to the defendant complying with this constitution,

    is conclusive evidence of the debt and it is not necessary to prove the appointment or committee shareholdership of the directors who made the call or any other matter.

  2. In clause 3.2(a), ‘defendant’ includes a person against whom the company alleges a set off or counterclaim and ‘action or other proceedings to recover a call’ is to be interpreted accordingly.

Payments in advance of calls

  1. The directors may accept from a shareholder the whole or a part of the amount unpaid on a share although no part of that amount has been called.
  2. The directors may authorise payment by the company of interest on the whole or any part of an amount accepted under clause 3.3(a), until the amount becomes payable, at a rate agreed between the directors and the shareholder paying the amount.
  3. Unless a different agreement is made, the directors may repay to a shareholder all or a part of the amount accepted under clause 3.3(a).

Forfeiting partly paid shares

  1. If a shareholder fails to pay the whole of a call or instalment of a call by the time specified for payment, the directors may serve a notice on that shareholder:
    1. requiring payment of so much of the call or instalment as is unpaid, together with any interest that has accrued and all costs, expenses or damages that may have been incurred by the company by reason of the non payment or late payment of the call or instalment;
    2. naming a further day (at least 14 days after the date of service of the notice) by which, and a place at which, the amount payable under clause 3.4(a)(1) is to be paid; and
    3. stating that, in the event of non payment of the whole of the amount payable under clause 3.4(a)(1) by the time and at the place named, the shares in respect of which the call was made will be liable to be forfeited.
  2. If the requirements of a notice served under clause 3.4(a) are not complied with, the directors may by resolution forfeit any share concerning which the notice was given at any time after the day named in the notice and before the payment required by the notice is made.
  3. A forfeiture under clause 3.4(b) includes all dividends and any other amounts payable by the company on the forfeited share and not actually paid before the forfeiture.
  4. Where a share has been forfeited:
    1. notice of the resolution must be given to the shareholder in whose name the share stood immediately before the forfeiture; and
    2. an entry of the forfeiture, with the date, must be made in the register of shareholders.
  5. Failure to give the notice or to make the entry required under clause 3.4(d) does not invalidate the forfeiture.
  6. A forfeited share becomes the property of the company and the directors may sell, reissue or otherwise dispose of the share as they think fit and, in the case of reissue or other disposal, with or without crediting as paid up any amount paid on the share by any former shareholder.
  7. A person whose shares have been forfeited ceases to be a shareholder as to the forfeited shares, but must, if the directors decide, pay to the company:
    1. all calls, instalments, interest, costs, expenses and damages owing in respect of the shares at the time of the forfeiture; and
    2. interest on the unpaid part of the amount payable under clause 3.4(g)(1), from the date of the forfeiture to the date of actual payment, at a rate determined under clause 3.9.
  8. Except as otherwise provided by this constitution, the forfeiture of a share extinguishes all interest in, and all claims and demands against the company relating to, the forfeited share and all other rights attached to the share.
  9. The directors may:
    1. exempt a share from all or any part of this clause 3.4;
    2. waive or compromise all or any part of any payment due to the company under this clause 3.4; and
    3. before a forfeited share has been sold, reissued or otherwise disposed of, annul the forfeiture on the conditions they decide.

Indemnity for payments by the company

If the company becomes liable under any law to make any payment:

  1. in respect of shares held solely or jointly by a shareholder;
  2. in respect of a transfer or transmission of shares by a shareholder;
  3. in respect of dividends, bonuses, or other amounts due or payable or which may become due and payable to a shareholder; or
  4. otherwise for or on account of or in respect of a shareholder,
    whether as a consequence of:
  5. the death of that shareholder;
  6. the non-payment of any income tax, capital gains tax, wealth tax, or other tax by that shareholder or the legal personal representative of that shareholder;
  7. the non-payment of any estate, probate, succession, death, stamp or other duty by that shareholder or the legal personal representative of that shareholder; or
  8. any other thing,
    then, in addition to any right or remedy that the law may confer on the company:
  9. the shareholder or, if the shareholder is dead, the shareholder’s legal personal representative, must:
    1. fully indemnify the company against that liability;
    2. reimburse the company for any payment made under or as a consequence of that law immediately on demand by the company; and
    3. pay interest on so much of the amount payable to the company under clause 3.5(i)(2) as is unpaid from time to time, from the date the company makes a payment under that law until the date the company is reimbursed in full for that payment under clause 3.5(i)(2), at a rate determined under clause 3.9;
  10. the company has a lien over all dividends, interest and other amounts payable in respect of the shares held solely or jointly by that shareholder or that shareholder’s legal personal representative for all amounts payable to the company under this clause 3.5;
  11. the company may refuse to register a transfer of any shares by or to that shareholder or that shareholder’s legal personal representative until all amounts payable to the company under this clause 3.5 have been paid; and
  12. the directors may:
    1. exempt a share from all or any part of this clause 3.5; and
    2. waive or compromise all or any part of any payment due to the company under this clause 3.5.

Lien on shares

  1. The company has a first lien on:
    1. each partly paid share for all amounts (whether presently payable or not) called or otherwise due under this constitution in respect of that share; and
    2. all shares registered in the name of a sole shareholder for all amounts presently payable by the shareholder or the shareholder’s estate to the company.
  2. The company’s lien on a share extends to all dividends payable on the share and to the proceeds of sale of the share.
  3. The directors may sell any share on which the company has a lien in such manner as they think fit where:
    1. an amount in respect of which a lien exists under this clause 3.6 is presently payable; and
    2. the company has, at least 14 days before the date of the sale, given to the registered shareholder of the share written notice stating the part of the amount for which the lien exists that is presently payable, and demanding payment of that amount.
  4. Where the company registers a transfer of shares on which the company has a lien without giving to the transferee notice of its claim, the company’s lien is released so far as it relates to amounts owing by the transferor or any predecessor in title on the shares transferred.
  5. The directors may:
    1. exempt a share from all or any part of this clause 3.6; and
    2. waive or compromise all or any part of any payment due to the company under this clause 3.6.

Surrender of shares

  1. The directors may accept a surrender of a share by way of compromise of any claim as to whether or not that share has been validly issued or in any other case where the surrender is within the powers of the company.
  2. Any share so surrendered may be sold, reissued or otherwise disposed of in the same manner as a forfeited share.

Procedures after sale, reissue or other disposal of shares by the company

  1. A reference in this clause 3.8 to a sale of a share is a reference to:
    1. any sale, reissue or other disposal of a forfeited share under clause 3.4(f) or a surrendered share under clause 3.7; and
    2. any sale of a share over which the company has a lien under clause 3.6(c).
  2. After the company has sold a share, the company may:
    1. receive the purchase money or consideration given for the share;
    2. effect a transfer of the share or execute or appoint a person to execute, on behalf of the former shareholder, a transfer of the share; and
    3. register as the shareholder of the share the person to whom the share is sold.
  3. A person to whom the company sells shares need not take any steps to investigate the regularity or validity of the sale, or to see how the purchase money or consideration on the sale is applied. That person’s title to the shares is not affected by any irregularity by the company before the sale or the exercise of the company’s lien on the shares (as applicable).
  4. Damages is the only remedy of a person who suffers any loss because of a sale of shares by the company. The claim for damages can only be made against the company.
  5. The proceeds of a sale of shares under this constitution must be applied in paying:
    1. first, the expenses of the sale;
    2. second, all amounts presently payable by the former shareholder whose shares have been sold,
      and the balance (if any) must be paid (subject to any lien that exists under clause 3.6 in respect of amounts not presently payable) to the former shareholder on the former shareholder delivering to the company the certificate for the shares that have been disposed of or such other proof of title as the directors may accept.
  6. A written statement by a director or secretary of the company that a share in the company has been:
    1. duly forfeited under clause 3.4(b);
    2. duly sold, reissued or otherwise disposed of under clause 3.4(f) or 3.7; or
    3. duly sold under clause 3.6(c),

    on a date stated in the statement is conclusive evidence of the facts stated as against all persons claiming to be entitled to the share and of the right of the company or the directors to forfeit, sell, reissue or otherwise dispose of the share.

Interest payable by shareholder

  1. For the purposes of clauses 3.4(g)(1), 3.4(g)(2) and 3.5(i)(3), the rate of interest payable to the company is:
    1. if the directors have fixed a rate, that rate; or
    2. in any other case, a rate per annum 2% higher than the rate fixed under section 2 of the Penalty Interest Rates Act 1983 (Qld)
  2. Interest payable under clauses 3.1(g)(1), 3.4(g)(2) and 3.5(i)(3) accrues daily and may be capitalised monthly or at such other intervals the directors decide.

TRANSFER OF SHARES

Power to decline registration of transfers

The directors may, in their absolute discretion, refuse to register any transfer of shares. The directors are not bound to give any reason for such refusal.

Transfer of shares

  1. Subject to this constitution (including clause 4.1), a shareholder may transfer any of the shareholder’s shares by an instrument in writing in any usual form or in any other form approved by the directors.
  2. An instrument of transfer referred to in clause 4.2(a) must:
    1. be signed by or on behalf of both the transferor and the transferee unless the instrument of transfer relates only to fully paid shares and the directors have dispensed with signature by the transferee or the transfer of the shares is effected by a document which is, or documents which together are, a sufficient transfer of those shares under the Act;
    2. if required by law to be stamped, be duly stamped;
    3. in the case of a transfer of partly paid shares, be endorsed by, or accompanied by an instrument executed by, the transferee to the effect that the transferee agrees to accept the shares subject to the terms and conditions on which the transferor held them and to become a shareholder and to be bound by the company’s constitution; and
    4. be left for registration at the company’s registered office, or at such other place as the directors decide, with the certificate for the shares to which it relates and any other evidence the directors require to prove the transferor’s title or right to the shares and the transferee’s right to be registered as the owner of the shares.
  3. Subject to the powers vested in the directors under clauses 4.1 and 4.3, where the company receives an instrument of transfer complying with clause 4.2(b) and the directors propose to register the transfer, the company must register the transferee named in the instrument as the shareholder of the shares to which it relates.
  4. A transferor of shares remains the shareholder of the shares transferred until the transfer is registered and the name of the transferee is entered in the register of shareholders as the shareholder of the shares.
  5. The company may retain a registered instrument of transfer for any period the directors decide.
  6. Except in the case of fraud, the company must return any instrument of transfer which the directors decline or refuse to register to the person who deposited it with the company.
  7. The directors may, to the extent permitted by law, waive all or any part of the requirements of this clause 4.2.

Power to suspend registration of transfers

The directors may suspend the registration of transfers at such times and for such periods, not exceeding in total 30 days in any year, as they think fit.

Outside shareholders

  1. The directors may, at any time, issue a notice to an Outside Member notifying the Outside Member that the provisions of this clause 4.4 apply (Transfer Notice) and nominating another person (being either an Employee or a related body corporate) as transferee.
  2. An Outside Member must immediately, and in any event within 10 business days (or such longer period as the directors agree) transfer its shares, free of all encumbrances, to the transferee nominated in the Transfer Notice.
  3. The Outside Member irrevocably appoints the company as its attorney on default by it of performance of its obligations under this clause 4.4. The terms of the appointment are as follows:
    1. the company is appointed as the Outside Member’s attorney to complete and execute (under hand or under seal) for and on behalf of the Outside Member any document that the company considers necessary or desirable to effect a transfer required under this clause 4.4;
    2. the Outside Member agrees to ratify and confirm whatever the attorney lawfully does, or causes to be done, under the appointment; and
    3. the Outside Member agrees to indemnify the attorney against all claims, demands, costs, expenses, losses and liabilities arising in any way in connection with the lawful exercise of any of the attorney’s powers under the appointment.

Transmission events

  1. Where a shareholder dies, the only persons the company will recognise as having any title to the shareholder’s shares or any benefits accruing on those shares are:
    1. the legal personal representative of the deceased, where the deceased was a sole shareholder; or
    2. the survivor, where the deceased was a joint shareholder.
  2. Rule 4.5(a) does not release the estate of a deceased shareholder from any liability on a share, whether that share was held by the deceased solely or jointly with other persons.
  3. A person who becomes entitled to a share because of a transmission event must produce any evidence the directors require to prove that person’s entitlement to the share.
  4. The provisions of clause 4.4 apply so far as they can and with all necessary changes where a person who becomes entitled to a share because of a transmission event would, if they were registered as shareholder of the share, be an Outside Member.
  5. For the purpose of this constitution, where 2 or more persons are jointly entitled to a share because of a transmission event they will, on being registered as the shareholders of the share, be taken to hold the share as joint tenants.
  6. Despite clause 4.5(a), the directors may register a transfer of shares signed by a shareholder before a transmission event even though the company has notice of the transmission event.

GENERAL MEETINGS

Calling general meetings

  1. The directors may, whenever they think fit, call and arrange to hold a general meeting.
  2. A general meeting may be convened only as provided by this clause 5.1 or as otherwise required by the Act.
  3. At least one general meeting must be called by the directors annually once the Company realises $1.5 million AUD gross revenue.
  4. Subject to clause 5.1(c), the directors may postpone, cancel or change the venue for a general meeting.
  5. A general meeting called and arranged under section 249D of the Act may not be postponed beyond the date by which section 249D requires it to be held and may not be cancelled without the consent of the requisitioning shareholder or shareholders.

Notice of general meetings

  1. Subject to this constitution and to the rights or restrictions attached to any shares or class of shares, notice of a general meeting must be given within the time limits prescribed by the Act.
  2. The content of a notice of a general meeting called by directors is to be decided by the directors, but must state the general nature of the business to be transacted at the meeting and any other matters required by the Act.

Admission to general meetings

The chairperson of a general meeting may take any action he or she considers appropriate for the safety of persons attending the meeting and the orderly conduct of the meeting and may refuse admission to, or require to leave and remain out of, the meeting any person:

  1. in possession of a pictorial recording or sound recording device;
  2. in possession of a placard or banner;
  3. in possession of an article considered by the chairperson to be dangerous, offensive or liable to cause disruption;
  4. who refuses to produce or to permit examination of any article, or the contents of any article, in the person’s possession;
  5. who behaves or threatens to behave in a dangerous, offensive or disruptive manner; or
  6. who is not:
    1. a shareholder or a proxy, attorney or representative of a shareholder;
    2. a director;
    3. an auditor of the company; or
    4. a person requested by the directors or chairman to attend the meeting.

Quorum at general meetings

  1. No business may be transacted at any general meeting, except the election of a chairperson and the adjournment of the meeting, unless a quorum of shareholders is present when the meeting proceeds to business.
  2. A quorum consists of:
    1. if the number of shareholders entitled to vote is 2 or more – 2 of those shareholders; or
    2. if only one shareholder is entitled to vote that shareholder, present at the meeting.
  3. If a quorum is not present within 30 minutes after the time appointed for a general meeting:
    1. where the meeting was convened on the requisition of shareholders, the meeting must be dissolved; or
    2. in any other case, the meeting stands adjourned to the day, and at the time and place, the directors decide or, if they do not make a decision, to the same day in the next week at the same time and place and if, at the adjourned meeting, a quorum is not present within 30 minutes after the time appointed for the meeting, the meeting must be dissolved.

Chairperson of general meetings

  1. The chairperson of the Directors must (if present within 15 minutes after the time appointed for the meeting and willing to act) preside as chairperson at each general meeting.
  2. If at a general meeting there is no managing director or the managing director is not present or not willing to act as chairperson of the meeting, one of the other directors must act as chairperson.

Conduct of general meetings

  1. The chairperson of a general meeting is responsible for the general conduct of the meeting and for the procedures to be adopted at the meeting and may require the adoption of any procedures which are in his or her opinion necessary or desirable for:
    1. proper and orderly debate or discussion, including limiting the time that a person may speak on a motion or other item of business before the meeting; and
    2. the proper and orderly casting or recording of votes at the general meeting, whether on a show of hands or on a poll, including the appointment of scrutineers.
  2. The chairperson of a general meeting may at his or her sole discretion at any time during the course of the meeting adjourn from time to time and place to place the meeting or any business, motion, question or resolution being considered or remaining to be considered by the meeting or any debate or discussion and may adjourn any business, motion, question or resolution, debate or discussion either to a later time at the same meeting or to an adjourned meeting.
  3. No business may be transacted at an adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place.
  4. Where a meeting is adjourned, notice need not be given to any person unless the meeting is adjourned for more than 30 days.
  5. Where a meeting is adjourned, the directors may postpone, cancel or change the venue of the adjourned meeting.
  6. Where a meeting of shareholders is held at 2 or more venues using any form of technology:
    1. a shareholder participating in the meeting is to be taken to be present in person at the meeting;
    2. all the provisions in this constitution relating to meetings of shareholders apply, so far as they can and with such changes as are necessary, to meetings of the shareholders using that technology; and
    3. the meeting is to be taken to be held at the place determined by the chairperson of the general meeting as long as at least one of the shareholders involved was at that place for the duration of the general meeting.
  7. If the technology used in accordance with the requirement of clause 5.6(f) encounters a technical difficulty, whether before or during the meeting, which results in a shareholder not being able to participate in the meeting, the chairperson may, subject to the Act, allow the meeting to continue or may adjourn the meeting either for such reasonable period as may be required to fix the technology or to such other time and location as the chairperson deems appropriate.

Decisions at general meetings

  1. Except in the case of any resolution which as a matter of law requires a special majority, questions arising at a general meeting must be decided by a majority of votes cast by the shareholders present at the meeting. A decision made in this way is for all purposes a decision of the shareholders.
  2. If votes are equal on a proposed resolution, the chairperson of the meeting has a casting vote, in addition to any deliberative vote.
  3. A resolution put to the vote of a general meeting must be decided on a show of hands, unless a poll is demanded by:
    1. the chairperson of the meeting; or
    2. any shareholder present and having the right to vote at the meeting,
    3. any shareholder present and having the right to vote at the meeting,
  4. before a show of hands is held or before the result of the show of hands is declared or immediately after the result of the show of hands is declared.
  5. A demand for a poll does not prevent a general meeting continuing to transact any business except the question on which the poll is demanded.
  6. Unless a poll is duly demanded, a declaration by the chairperson of a general meeting that a resolution has on a show of hands been carried or carried unanimously, or carried 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 for or against the resolution.
  7. If a poll is duly demanded at a general meeting, it is to be taken in a way and subject to clause 5.7(g) either at once or after an interval or adjournment or otherwise as the chairperson of the meeting directs. The result of the poll as declared by the chairperson is a resolution of the meeting at which the poll was demanded.
  8. A poll demanded at a general meeting on the election of a chairperson of the meeting or on a question of adjournment must be taken immediately.
  9. The demand for a poll may be withdrawn with the chairperson’s consent.

Voting rights

  1. Subject to this constitution and to any rights or restrictions attached to any shares or class of shares, at a general meeting:
    1. on a show of hands, every shareholder present has one vote; and
    2. on a poll, every shareholder present has one vote for each share held by the shareholder and in respect of which the shareholder is entitled to vote.
  2. If a person present at a general meeting represents personally or by proxy, attorney or representative more than one shareholder:
    1. on a show of hands the person is entitled to one vote only, even though he or she represents more than one shareholder;
    2. that vote will be taken as having been cast for all the shareholders the person represents; and
    3. the person must not exercise that vote in a way which would contravene any directions given to the person in accordance with clause 5.11(g) in any instrument appointing the person as a proxy or attorney.
  3. A joint shareholder may vote at any meeting in person or by proxy, attorney or representative as if that person were the sole shareholder. If more than one joint shareholder tenders a vote, the vote of the shareholder named first in the register must be accepted to the exclusion of the other or others.
  4. A shareholder is not entitled to vote at a general meeting unless all calls and other amounts presently payable by that shareholder in respect of shares in the company have been paid.
  5. An objection to the qualification of a person to vote at a general meeting must be:
    1. raised before or at the meeting at which the vote objected to is given or tendered; and
    2. referred to the chairperson of the meeting, whose decision is final.
  6. A vote not disallowed by the chairperson of a meeting under clause 5.8(e) is valid for all purposes.

Decisions without general meetings

When the company has more than one shareholder:

  1. the company may pass a resolution (except a resolution to remove an auditor) without a general meeting being held:
    1. if all of the shareholders entitled to vote on the resolution sign a document containing a statement that they are in favour of a resolution set out in the document; and
    2. otherwise in accordance with the Act.
  2. If a share is held jointly, each of the joint shareholders must sign the document.
  3. For the purposes of clause 5.9(a):
    1. the resolution is passed when the last person signs the document; and
    2. separate copies of a document may be used for signing by shareholders if the wording of the resolution and statement is identical in each copy.
  4. The passage of the resolution satisfies any requirement in the Act, or in this constitution, that the resolution be passed at a general meeting.

Resolution of single shareholder

When the company has only one shareholder:

  1. The company may pass a resolution by the shareholder recording it and signing the record.
  2. The shareholder must give the company written notice of any resolution passed in accordance with clause 5.10(a) within 14 days of the passing of the resolution. The notice must set out details of the resolution passed.

Representation at general meetings

  1. Subject to this constitution, each shareholder entitled to vote at a meeting of shareholders may vote:
    1. in person or, where a shareholder is a body corporate, by its representatives;
    2. by not more than 2 proxies; or
    3. by not more than 2 attorneys.
  2. A proxy, attorney or representative may, but need not, be a shareholder of the company.
  3. A proxy, attorney or representative may be appointed for all general meetings, or for any number of general meetings, or for a particular general meeting.
  4. Unless otherwise provided in the instrument, an instrument appointing a proxy, attorney or representative is to be taken to confer authority:
    1. to agree to a meeting being convened by shorter notice than is required by the Act or by this constitution;
    2. to agree to a resolution being proposed and passed as a special resolution at a meeting of which less than the period of notice required by the Act has been given; and
    3. even though the instrument may refer to specific resolutions and may direct the proxy, attorney or representative how to vote on those resolutions to do any of the acts specified in clause 5.11(e).
  5. The acts referred to in clause 5.11(d)(3) are:
    1. to vote on any amendment moved to the proposed resolutions and on any motion that the proposed resolutions not be put or any similar motion;
    2. to vote on any procedural motion, including any motion to elect the chairperson, to vacate the chair or to adjourn the meeting; and
    3. to act generally at the meeting.
  6. Where a shareholder appoints 2 proxies or attorneys to vote at the same general meeting, the following clauses apply:
    1. subject to clause 5.11(f)(2), the appointment is of no effect and a proxy or attorney may not vote unless each proxy or attorney (as applicable) is appointed to represent a specified proportion of the shareholder’s voting rights;
    2. if the Act precludes the company from treating as invalid the appointment of 2 proxies which fails to specify the proportion or number of votes that each may exercise, each person appointed may exercise half the shareholder’s votes;
    3. on a show of hands, neither proxy or attorney may vote;
    4. on a poll, each proxy or attorney may only exercise the voting rights the proxy or attorney represents; and
    5. if both appointments cannot be validly exercised at the meeting, the later appointment revokes the earlier appointment of a proxy or attorney.
  7. An instrument appointing a proxy or attorney may direct the manner in which the proxy or attorney is to vote in respect of a particular resolution and, where an instrument so provides, the proxy or attorney is not entitled to vote on the proposed resolution except as directed in the instrument.
  8. Subject to clause 5.11(i), an instrument appointing a proxy or attorney need not be in any particular form as long as it is in writing, legally valid and signed by or on behalf of the appointer or the appointer’s attorney.
  9. A proxy or attorney may not vote at a general meeting or adjourned meeting or on a poll unless the instrument appointing the proxy or attorney, and the authority under which the instrument is signed or a certified copy of the authority, are:
    1. received at the registered office of the company, a fax number at the company’s registered office or at another place, fax number or electronic address specified for that purpose in the notice convening the meeting before the time specified in the notice;
    2. in the case of a meeting or an adjourned meeting, tabled at the meeting or adjourned meeting at which the person named in the instrument proposes to vote; or
    3. in the case of a poll, produced when the poll is taken.
  10. The directors may waive all or any of the requirements of clauses 5.11(h) and 5.11(i) and in particular may, on the production of such other evidence as the directors require to prove the validity of the appointment of a proxy or attorney, accept:
    1. an oral appointment of a proxy or attorney;
    2. an appointment of a proxy or attorney which is not signed in the manner required by clause 5.11(h); and
    3. the deposit, tabling or production of a copy (including a copy sent by fax) of an instrument appointing a proxy or attorney or of the power of attorney or other authority under which the instrument is signed.
  11. A vote given in accordance with the terms of an instrument appointing a proxy or attorney is valid despite the revocation of the instrument or of the authority under which the instrument was executed if no written notice of the revocation has been received by the company by the time and at one of the places at which the instrument appointing the proxy or attorney is required to be deposited, tabled or produced under clause 5.11(i).
  12. A vote given in accordance with the terms of an instrument appointing a proxy or attorney is valid despite the transfer of the share in respect of which the instrument was given, if the transfer is not registered by the time at which the instrument appointing the proxy or attorney is required to be deposited, tabled or produced under clause 5.11(i).
  13. The appointment of a proxy or attorney is not revoked by the appointer attending and taking part in the general meeting but, if the appointer votes on a resolution, the person acting as proxy or attorney for the appointer is not entitled to vote, and must not vote, as the appointer’s proxy or attorney on the resolution.

DIRECTORS

Appointment and removal of directors

  1. Unless the company resolves otherwise, there must be:
    1. at least 2 directors; and
    2. not more than 5 directors.
  2. The company may by resolution appoint or remove a director.
  3. Where the company is the wholly owned subsidiary of another company (holding company), the holding company may by written notice served on the company appoint or remove a director.
  4. The directors may appoint any natural person to be a director, either to fill a casual vacancy or as an addition to the existing directors, but the total number of directors must not at any time exceed the maximum number allowed under this constitution.
  5. Subject to clause 6.2 and to the terms of any agreement entered into between the company and the relevant director, a director holds office for three (3) years from the date of his or her appointment (subject to renewal), or until he or she is removed from office under this clause 6.1.

Vacation of office

The office of a director becomes vacant:

  1. three (3) years from the date of his or her appointment, unless renewed for a further three (3) years;
  2. in the circumstances prescribed by the Act;
  3. if the director becomes of unsound mind or a person who is, or whose estate is, liable to be dealt with in any way under the law relating to mental health;
  4. if the director is removed from office under clause 6.1; or
  5. if the director resigns by written notice to the company.

Remuneration of directors

  1. The directors may, from time to time, determine that one or more of their number is to receive remuneration for acting as a director of the company. If the directors make such a determination, the company must pay the remuneration to the relevant director from funds of the company.
  2. In addition to any remuneration under clause 6.3(a), the company must reimburse the directors for all travelling and other expenses properly incurred by them in connection with the affairs of the company, including attending and returning from general meetings of the company or meetings of the directors or of committees of the directors.
  3. Nothing in clause 6.3(a) restricts the remuneration to which a director may be entitled as an officer of the company or of a related body corporate in a capacity other than director, which may be either in addition to or in substitution for that director’s remuneration under clause 6.3(a).
  4. The directors may:
    1. at any time after a director dies or otherwise ceases to hold office as a director, pay to the director or a legal personal representative, spouse, relative or dependant of the director, in addition to any remuneration of that director under clause 6.3(a), a pension or lump sum payment in respect of past services rendered by that director; and
    2. cause the company to enter into a contract with the director for the purpose of providing for or giving effect to such a payment.
  5. The directors may establish or support, or assist in the establishment or support of, funds and trusts to provide pension, retirement, superannuation or similar payments or benefits to or in respect of a director or former director.

Share qualification

  1. A director need not hold any shares in the company as a qualification.
  2. A director who is not a shareholder of the company is entitled to attend and speak at general meetings and at meetings of the shareholders of a class of shares.

Interested directors and outside directorships

  1. A director may hold any other office or place of profit (other than auditor) in the company or any related body corporate in conjunction with his or her directorship and may be appointed to that office or place on such terms as to remuneration, tenure of office and otherwise as the directors think fit.
  2. A director may hold any office (including that of director) in any company that is not a related body corporate provided that, before accepting the appointment, the director notifies the company and obtains the approval of the directors to the proposed appointment.
  3. A director of the company may be or may become a director or other officer of, or otherwise interested in, any related body corporate or any other body corporate promoted by the company or in which the company may be interested as a shareholder or otherwise, and is not accountable to the company for any remuneration or other benefits received by the director as a director or officer of, or from having an interest in, that body corporate.
  4. The directors may exercise the voting rights conferred by shares in any body corporate held or owned by the company in such manner in all respects as the directors think fit (including voting in favour of any resolution appointing a director as a director or other officer of that body corporate or voting for the payment of remuneration to the directors or other officers of that body corporate) and a director may, if permitted by law, vote in favour of the exercise of those voting rights even though he or she is, or may be about to be appointed, a director or other officer of that other body corporate and, as such, interested in the exercise of those voting rights.
  5. A director is not disqualified merely because of being a director from contracting with the company.
  6. No contract made by a director with the company, and no contract or arrangement entered into by or on behalf of the company in which any director may be in any way interested, is avoided or rendered voidable merely because of the director holding office as a director or because of the fiduciary obligations arising out of that office.
  7. No director contracting with or being interested in any arrangement involving the company is liable to account to the company for any profit realised by or under any contract or arrangement merely because of the director holding office as a director or because of the fiduciary obligations arising out of that office.
  8. Subject to the Act, to clause 6.5(i) and to the director’s fiduciary duties to the company, a director who is in any way interested in any contract or arrangement or proposed contract or arrangement may, despite that interest:
    1. be counted in determining whether or not a quorum is present at any meeting of directors considering that contract or arrangement or proposed contract or arrangement;
    2. (unless the other directors otherwise resolve that the director should not cast a vote in the circumstances) vote in respect of, or in respect of any matter arising out of, the contract or arrangement or proposed contract or arrangement; and
    3. sign or countersign any document relating to that contract or arrangement or proposed contract or arrangement to which the seal is affixed.
  9. While the company is a wholly owned subsidiary its directors may, subject to the Act, act in the best interests of the company’s holding company or ultimate holding company.

Powers and duties of directors

  1. The directors are responsible for managing the business of the company. The directors may exercise all the powers of the company which are not required, by the Act or by this constitution, to be exercised by the shareholders in a general meeting.
  2. Without limiting the general nature of clause 6.6(a), the directors may exercise all the powers of the company to borrow or raise money in any other way, to charge any of the company’s property or business 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.
  3. The directors may decide how cheques, promissory notes, banker’s drafts, bills of exchange, electronic transfer of funds, or other negotiable instruments must be signed, drawn, accepted, endorsed or otherwise executed (as applicable) by or on behalf of the company.
  4. The directors may pay out of the company’s funds all expenses of the promotion, formation and registration of the company and the vesting in it of the assets acquired by it.
  5. The directors may:
    1. appoint or employ any person to be an officer, agent or attorney of the company for the company’s purposes with the powers, discretions and duties (including powers, discretions and duties vested in or exercisable by the directors), for such period and on such conditions as they decide;
    2. authorise an officer, agent or attorney to delegate any of the powers, discretions and duties vested in the officer, agent or attorney; and
    3. subject to any contract between the company and the relevant officer, agent or attorney, remove or dismiss any officer, agent or attorney of the company at any time, with or without cause.
  6. A power of attorney may contain such provisions for the protection and convenience of the attorney or persons dealing with the attorney as the directors decide.

Proceedings of directors

  1. The directors may meet together to attend to business and adjourn and regulate their meetings as they decide.
  2. A meeting of the directors may be held using any technology consented to by all the participating directors (approved technology) and the consent may be a standing one. The contemporaneous linking together by approved technology of a number of the directors sufficient to constitute a quorum, constitutes a meeting of the directors and all the provisions in this constitution relating to meetings of the directors apply, so far as they can and with such changes as are necessary, to meetings of the directors by approved technology.
  3. A director participating in a meeting by approved technology is to be taken to be present in person at the meeting.
  4. A meeting by approved technology is to be taken to be held at the place determined by the chairperson of the meeting as long as at least one of the directors involved was at that place for the duration of the meeting.
  5. If, before or during the meeting, any technical difficulty occurs as a result of which one or more directors cease to participate, the chairperson may adjourn the meeting until the difficulty is remedied or may, where a quorum of directors remains present, continue with the meeting.

Convening meetings of directors

  1. A director may, whenever the director thinks fit, convene a meeting of the directors.
  2. A secretary must, on the requisition of a director, convene a meeting of the directors.

Notice of meetings of directors

  1. Subject to this constitution, notice of a meeting of directors must be given to each person who is at the time of giving the notice:
    1. a director, other than a director on leave of absence approved by the directors; or
    2. an alternate director appointed under clause 6.14 by a director on leave of absence approved by the directors.
  2. A notice of a meeting of directors:
    1. must specify the time and place of the meeting;
    2. need not state the nature of the business to be transacted at the meeting;
    3. may be given immediately before the meeting;
    4. may be given in person or by post or by telephone, fax or other electronic means; and
    5. is to be taken to have been given to an alternate director if it is given to the director who appointed that alternate director.
  3. A director or alternate director may waive notice of any meeting of directors by notifying the company to that effect in person or by post, telephone, fax or other electronic means.
  4. The non receipt of notice of a meeting of directors by, or a failure to give notice of a meeting of directors to, a director does not invalidate any thing done or resolution passed at the meeting if:
    1. the non receipt or failure occurred by accident or error;
    2. before or after the meeting, the director or an alternate director appointed by the director has waived or waives notice of that meeting under clause 6.9(c) or has notified or notifies the company of his or her agreement to that thing or resolution personally or by post, telephone, fax or other electronic means; or
    3. the director or an alternate director appointed by the director attended the meeting.
  5. The non receipt of notice of a meeting of directors by, or a failure to give notice of a meeting of directors to, an alternate director of a director on leave of absence approved by the directors does not invalidate any act, thing done or resolution passed at the meeting if:
    1. the non receipt or failure occurred by accident or error;
    2. before or after the meeting, the alternate director or the director who appointed the alternate director or another alternate director appointed by that director has waived or waives notice of that meeting under clause 6.9(c) or has notified or notifies the company of his or her agreement to that thing or resolution personally or by post, telephone, fax or other electronic means; or
    3. the alternate director or the director who appointed the alternate director or another alternate director appointed by that director attended the meeting.
  6. A person who attends a meeting of directors waives any objection that person may have to a failure to give notice of the meeting.
  7. If the person is:
    1. a director, the waiver applies to any alternate director appointed by that person; or
    2. an alternate director, the waiver applies to the director who appointed that person as an alternate director and to any other alternate director appointed by that director.

Quorum at meetings of directors

  1. No business may be transacted at a meeting of directors unless a quorum of directors is present at the time the business is dealt with.
  2. A quorum consists of:
      1. if the directors have fixed a number for the quorum, that number of directors; or
      2. in any other case, 2 directors;

    present at the meeting of directors.

  3. If there is a vacancy in the office of director, the remaining director or directors may act. But, if the number of remaining directors is not sufficient to constitute a quorum, the remaining director or directors may act only in an emergency or to increase the number of directors to a number sufficient to constitute a quorum or to call a general meeting of the company.

Chairperson of directors

  1. The directors may elect one of the directors to the office of chairperson of directors and may decide the period for which that director is to be chairperson of directors.
  2. The chairperson of directors must (if present within 10 minutes after the time appointed for the holding of the meeting and willing to act) preside as chairperson at each meeting of directors.
  3. If at a meeting of directors:
    1. there is no chairperson of directors;
    2. the chairperson of directors is not present within 10 minutes after the time appointed for the meeting; or
    3. the chairperson of directors is present within that time but is not willing to act as chairperson of the meeting,
      the directors present must elect one of themselves to be chairperson of the meeting.

Decisions of directors

  1. A meeting of directors at which a quorum is present is competent to exercise all or any of the authorities, powers and discretions vested in or exercisable by the directors under this constitution. However if the company has only one director the director may pass a resolution and make a declaration by recording it and signing the record.
  2. Questions arising at a meeting of directors are to be decided by a majority of votes cast by the directors present and any such decision is for all purposes a decision of the directors.
  3. If votes are equal on a proposed resolution:
    1. the chairperson of the meeting shall have a casting vote in addition to any deliberative vote; and
    2. the proposed resolution is to be taken as having been passed or lost depending on the vote of the chairperson.

Written resolutions of directors

  1. If:
    1. all the directors, (other than any director on leave of absence approved by the director, any director who disqualifies himself or herself from considering the thing or resolution in question on the grounds that he or she is not entitled at law to do so or has a conflict of interest or any director who the directors reasonably believe is not entitled at law to do the thing or to vote on the resolution in question) assent to a document containing a statement to the effect that a thing has been done or resolution has been passed; and
    2. the directors who assent to the document would have constituted a quorum at a meeting of directors held to consider that thing or resolution,
      then that thing or resolution is to be taken as having been done at or passed by a meeting of the directors.
  2. For the purposes of clause 6.13(a):
    1. the meeting is to be taken as having been held if the directors assented to the document on the same day, on the day on which the document was assented to and at the time at which the document was last assented to by a director or if the directors assented to the document on different days, on the day on which, and at the time at which, the document was last assented to by a director;
    2. 2 or more separate documents in identical terms each of which is assented to by one or more directors are to be taken as constituting one document; and
    3. a director may signify assent to a document by signing the document or by notifying the company of the director’s assent in person or by post, fax, telephone or other electronic means.
  3. Where a director signifies assent to a document otherwise than by signing the document, the director must by way of confirmation sign the document at the next meeting of the directors attended by that director, but failure to do so does not invalidate the thing or resolution to which the document relates.
  4. Where a document is assented to in accordance with clause 6.13(a), the document is to be taken as a minute of a meeting of directors.

Alternate directors

  1. A director may appoint, with approval of a majority of the other directors:
    1. a person to be the director’s alternate director for such period as the director thinks fit; and
    2. another person to be the director’s alternate director in the absence of any alternate director appointed under clause 6.14(a)(1).
  2. An alternate director may, but need not, be a shareholder or a director of the company.
  3. One person may act as alternate director to more than one director.
  4. An alternate director is entitled, if the appointer does not attend a meeting of directors, to attend and vote in place of and on behalf of the appointer.
  5. An alternate director has a separate vote for each director the alternate director represents in addition to any vote the alternate director may have as a director in his or her own right.
  6. In the absence of the appointer, an alternate director may exercise any powers that the appointer may exercise and the exercise of any such power by the alternate director is to be taken to be the exercise of the power by the appointer.
  7. The office of an alternate director is vacated if and when the appointer vacates office as a director.
  8. The appointment of an alternate director may be terminated at any time by the appointer even though the period of the appointment of the alternate director has not expired.
  9. An appointment, or the termination of an appointment, of an alternate director must be in writing signed by the director who makes or made the appointment, and does not take effect until the company has received written notice of the appointment or termination.
  10. An alternate director is not to be taken into account in determining the minimum or maximum number of directors allowed under this constitution.
  11. In determining whether a quorum is present at a meeting of directors, an alternate director who attends the meeting is to be counted as a director for each director on whose behalf the alternate director is attending the meeting.
  12. An alternate director is entitled to be paid such remuneration as the directors think fit, either in addition to or in reduction of the remuneration payable to the director for whom the alternate director acts as alternate.
  13. An alternate director is not entitled to be remunerated by the company for his or her services as an alternate director except as provided in clause 6.14(l).
  14. An alternate director, while acting as a director, is responsible to the company for his or her own acts and defaults and is not to be taken to be the agent of the director by whom he or she was appointed.

Committees of directors and delegation to a director

  1. The directors may delegate any of their powers to a committee or committees consisting of the number of directors they think fit.
  2. A committee to which any powers have been so delegated must exercise the powers delegated in accordance with any directions of the directors.
  3. The provisions of this constitution applying to meetings and resolutions of directors apply, so far as they can and with such changes as are necessary, to meetings and resolutions of a committee of directors.
  4. The directors may delegate any of their powers to a director.
  5. A director to whom any powers have been so delegated must exercise the powers delegated in accordance with any directions of the directors.

Validity of acts

An act done by a person acting as a director or by a meeting of directors or a committee of directors attended by a person acting as a director is not invalidated merely because of:

  1. a defect in the appointment of the person as a director;
  2. the person being disqualified from being a director or having vacated office; or
  3. the person not being entitled to vote,
    if that circumstance was not known by the person or the directors or committee (as applicable) when the act was done.

EXECUTIVE OFFICERS

Managing directors

  1. The directors may appoint one or more of the directors to the office of managing director.
  2. A managing director’s appointment as managing director automatically terminates if the managing director ceases to be a director.

Secretaries

  1. The directors may appoint at least one secretary and may appoint additional secretaries.
  2. The directors may appoint one or more assistant secretaries.

Provisions applicable to all executive officers

  1. A reference in this clause 7.3 to an executive officer is a reference to a managing director, secretary or assistant secretary appointed under this clause 7.
  2. The appointment of an executive officer may be for the period, at the remuneration and on the conditions the directors think fit.
  3. Subject to any contract between the company and the relevant executive officer, an executive officer of the company may be removed or dismissed by the directors at any time, with or without cause, and if he or she is also a director, the executive officer ceases to be a director on termination of his or her employment.
  4. The directors may:
    1. confer on an executive officer such powers, discretions and duties (including any powers, discretions and duties vested in or exercisable by the directors) as they think fit;
    2. withdraw, suspend or vary any of the powers, discretions and duties so conferred; and
    3. authorise the executive officer to delegate all or any of the powers, discretions and duties conferred on the executive officer.
  5. An executive officer need not hold any shares to qualify for appointment.
  6. An act done by a person acting as an executive officer is not invalidated merely because of:
    1. a defect in the person’s appointment as an executive officer; or
    2. the person being disqualified from being an executive officer,

    if that circumstance was not known by the person when the act was done.

SEALS

Common seal

Without limiting the ways in which the company can execute documents in accordance with the Act, if the directors so decide, the company may have a common seal.

Use of seal

The directors may decide on procedures for the use of the seal.

DISTRIBUTION OF PROFITS

Dividends

  1. The directors may pay any interim and final dividends that, in their judgment, the financial position of the company justifies.
  2. The directors may pay any dividend required to be paid under the terms of issue of a share.
  3. Paying a dividend does not require confirmation at a general meeting.
  4. Subject to any rights or restrictions attached to any shares or class of shares:
    1. all dividends in respect of shares must be paid in proportion to the number of shares held by the shareholders;
    2. where shares are partly paid, all dividends must be apportioned and paid proportionately to the amounts so paid or credited during any portion or portions of the period in respect of which the dividend is paid;
    3. for the purposes of clauses 9.1(d)(1) and 9.1(d)(2), an amount paid or credited as paid on a share in advance of a call is to be taken as not having been credited as paid on the share; and
    4. interest is not payable by the company on any dividend.
  5. The directors may fix a record date in respect of a dividend, with or without suspending the registration of transfers from that date under clause 4.3.
  6. A dividend in respect of a share must be paid to the shareholder who is registered, or entitled under clause 4.2(c) to be registered, as the shareholder of the share:
    1. where the directors have fixed a record date in respect of the dividend, on that date; or
    2. where the directors have not fixed a record date in respect of that dividend, on the date fixed for payment of the dividend,
      and a transfer of a share that is not registered, or left with the company for registration in accordance with clause 4.2(b), on or before that date is not effective, as against the company, to pass any right to the dividend.
  7. When resolving to pay a dividend the directors may:
    1. direct payment of the dividend wholly or partly by the distribution of specific assets, including paid up shares or other securities of the company or of another body corporate, either generally or to specific shareholders; and
    2. direct that the dividend be paid to particular shareholders wholly or partly out of any particular fund or reserve or out of profits derived from any particular source and to the remaining shareholders wholly or partly out of any other particular fund or reserve or out of profits derived from any other particular source or generally.
  8. The directors may deduct from any dividend payable to a shareholder all amounts presently payable by the shareholder to the company and apply the amount so deducted in or towards satisfaction of the amount owing.
  9. Without prejudice to any other method of payment the directors may adopt, any dividend, interest or other amount payable in cash in respect of shares may be paid by cheque and sent by post:
    1. to the address of the shareholder as shown in the register of shareholders, or in the case of joint shareholders, to the address shown in the register of shareholders as the address of the joint shareholder first named in that register; or
    2. to another address that the shareholder or joint shareholders direct in writing.
  10. A cheque sent under clause 9.1(i) may be made payable to bearer or to the order of the shareholder to whom it is sent or another person that the shareholder directs and is sent at the shareholder’s risk.

Capitalisation of profits

  1. Subject to any rights or restrictions attached to any shares or class of shares, the directors may capitalise and distribute among those shareholders who would be entitled to receive dividends, and in the same proportions, any amount:
    1. forming part of the company’s undivided profits;
    2. representing profits arising from an ascertained accretion to capital or a revaluation of the company’s assets;
    3. arising from the realisation of any of the company’s assets; or
    4. otherwise available for distribution as a dividend.
  2. The directors may resolve that any part of the capitalised amount is to be applied:
    1. in paying up in full shares or other securities of the company to be issued to shareholders;
    2. in paying up any amounts unpaid on shares or other securities held by the shareholders; or
    3. partly as specified in clause 9.2(b)(1) and partly as specified in clause 9.2(b)(2),
    4. and such an application must be accepted by the shareholders entitled to share in the distribution in full satisfaction of their interests in the capitalised amount.
  3. Rules 9.1(e) and 9.1(f) apply, so far as they can and with any necessary changes, to capitalising an amount under this clause 9.2 as if references in those clauses to a dividend and to the date a dividend is paid were references respectively to a capitalisation of an amount and to the date the directors resolve to capitalise the amount under this clause 9.2.

Ancillary powers

  1. To give effect to any resolution to satisfy a dividend as set out in clause 9.1(g)(1) or to capitalise any amount under clause 9.2, the directors may:
    1. settle as they think expedient any difficulty that may arise in making the distribution or capitalisation and, in particular, where shares or other securities in the company are or would otherwise be issuable in fractions, make cash payments, decide that fractions of shares are to be disregarded or rounded down to the nearest whole number or decide that fractions of shares are to be rounded up to the nearest whole share;
    2. fix the value for distribution of any specific assets;
    3. pay cash or issue shares or other securities to any shareholders in order to adjust the rights of all parties;
    4. vest any of those specific assets, cash, shares or other securities in a trustee on trust for the persons entitled to the dividend or capitalised amount; and
    5. authorise any person to make, on behalf of all the shareholders entitled to any further shares or other securities as a result of the distribution or capitalisation, an agreement with the company or another body corporate providing, as appropriate, for the issue to them of those further shares or other securities credited as fully paid up or for the payment by the company on their behalf of the amounts or any part of the amounts remaining unpaid on their existing shares or other securities by applying their respective proportions of the amount resolved to be capitalised.
  2. Any agreement made under an authority referred to in this clause 9.3(a)(5) is effective and binding on all shareholders concerned.
  3. If the company distributes to shareholders (either generally or to specific shareholders) securities in the company or in another body corporate or trust (whether as a dividend or otherwise and whether or not for value), each of those shareholders appoints the company as his or her agent to do anything needed to give effect to that distribution, including agreeing to become a shareholder of that other body corporate.

Reserves

  1. The directors may set aside out of the company’s profits any reserves or provisions they decide.
  2. The directors may appropriate to the profits of the company any amount previously set aside as a reserve or provision.
  3. Setting aside an amount as a reserve or provision does not require the directors to keep that amount separate from the company’s other assets or prevent the amount being used in the company’s business or being invested as the directors decide.

Carry forward of profits

The directors may carry forward any part of the profits remaining that they consider should not be distributed as dividends or capitalised, without transferring those profits to a reserve or provision.

WINDING UP

Distribution of surplus

Subject to this constitution and the rights or restrictions attached to any shares or class of shares:

  1. if the company is wound up and the property of the company available for distribution among the shareholders is more than sufficient to pay:
    1. all the debts and liabilities of the company; and
    2. the costs, charges and expenses of the winding up,
      the excess must be divided among the shareholders in proportion to the number of shares held by them, irrespective of the amounts paid or credited as paid on the shares;
  2. for the purpose of calculating the excess referred to in clause 10.1(a), any amount unpaid on a share is to be treated as property of the company;
  3. the amount of the excess that would otherwise be distributed to the shareholder of a partly paid share under clause 10.1(a) must be reduced by the amount unpaid on that share at the date of the distribution; and
  4. if the effect of the reduction under clause 10.1(c) would be to reduce the distribution to the shareholder of a partly paid share to a negative amount, the shareholder must contribute that amount to the company.

Division of property

  1. If the company is wound up, the liquidator may, with the sanction of a special resolution:
    1. divide among the shareholders the whole or any part of the company’s property; and
    2. decide how the division is to be carried out as between the shareholders or different classes of shareholders.
  2. A division under clause 10.2(a) need not accord with the legal rights of the shareholders and, in particular, any class may be given preferential or special rights or may be excluded altogether or in part.
  3. Where a division under clause 10.2(a) does not accord with the legal rights of the shareholders, a shareholder is entitled to dissent and to exercise the same rights as if the special resolution sanctioning that division were a special resolution passed under section 507 of the Act.
  4. If any of the property to be divided under clause 10.2(a) includes securities with a liability to calls, any person entitled under the division to any of the securities may, within 10 days after the passing of the special resolution referred to in that clause, by written notice direct the liquidator to sell the person’s proportion of the securities and to account for the net proceeds. The liquidator must, if practicable, act accordingly.
  5. Nothing in this clause 10.2 takes away from or affects any right to exercise any statutory or other power which would have existed if this clause were omitted.
  6. Rule 9.3 applies, so far as it can and with any necessary changes, to a division by a liquidator under clause 10.2(a) as if references in clause 9.3 to the directors and to a distribution or capitalisation were respectively references to the liquidator and to the division under clause 10.2(a).

INDEMNITY AND INSURANCE

Persons to whom clauses 11.2 and 11.4 apply

Rules 11.2 and 11.4 apply to:

  1. each person who is or has been a director, alternate director or executive officer (within the meaning of clause 7.3(a) of the company; and
  2. any other officers or former officers of the company or of its related bodies corporate as the directors in each case decide.

Indemnity

The company may indemnify, on a full indemnity basis and to the full extent permitted by law, each person to whom this clause 11.2 applies against all losses or liabilities (including costs and expenses) incurred by the person as an officer of the company or of a related body corporate.

Extent of indemnity

The indemnity in clause 11.2:

  1. is a continuing obligation and is enforceable by a person to whom clause 11.2 applies even though that person has ceased to be an officer of the company or of a related body corporate; and
  2. operates only to the extent that the loss or liability in question is not covered by insurance.

Insurance

The company may, to the extent permitted by law:

  1. purchase and maintain insurance; or
  2. pay or agree to pay a premium for insurance,
    for any person to whom this clause 11.4 applies against any liability incurred by the person as an officer of the company or of a related body corporate where the directors consider it appropriate to do so.

Savings

Nothing in clause 11.2 or 11.4:

  1. affects any other right or remedy that a person to whom those clauses apply may have in respect of any loss or liability referred to in those clauses; or
  2. limits the capacity of the company to indemnify or provide or pay for insurance for any person to whom those clauses do not apply.

Deed

Without limiting a person’s right under this clause 11, the company may enter into a deed agreeing with the person to give effect to the rights of the person conferred by this clause 11 or the exercise of a discretion under this clause 11, on such terms and conditions as the directors think fit, as long as they are not inconsistent with this clause 11.

ACCESS TO DOCUMENTS

  1. A person who is not a director does not have the right to inspect any of the board papers, books, records or documents of the company, except as provided by law or this constitution, or as authorised by the directors or by a resolution of the shareholders.
  2. The company may enter into contracts with its directors agreeing to provide continuing access for a specified period after they cease to be a director to board papers, books, records and documents of the company which relate to the period during which the director was a director on such terms and conditions as the directors think fit and which are not inconsistent with this clause 12.
  3. The company may procure that its subsidiaries provide similar access to board papers, books, records or documents as that set out in clauses 12(a) and 12(b).

NOTICES

Notices by the company to shareholders

  1. The company may give notices, including a notice of general meeting to a shareholder:
    1. personally;
    2. by sending it by post to the address for the shareholder in the register of shareholders or the alternative address (if any) nominated by the shareholder; or
    3. by sending it to the electronic address nominated by the shareholder.
  2. A notice may be given by the company to the joint shareholders of a share by giving the notice in the manner authorised by clause 13.1(a) to the joint shareholder first named in the register of shareholders in respect of the share.
  3. Any person who, because of a transfer of shares, becomes entitled to any shares registered in the name of a shareholder is bound by every notice which, before that person’s name and address is entered in the register of shareholders in respect of those shares, is given to the shareholder in accordance with this clause 13.1.
  4. A certificate signed by a director or secretary of the company to the effect that a notice has been given in accordance with this constitution is conclusive evidence of that fact.

Notices by the company to directors

Subject to this constitution, a notice may be given by the company to any director or alternate director either by serving it personally at, or by sending it by post in a prepaid envelope to, the director’s usual residential or business address, or by electronic means to such electronic address as the director has supplied to the company for giving notices.

Notices by shareholders or directors to the company

Subject to this constitution, a notice may be given by a shareholder, director or alternate director to the company by serving it on the company at, or by sending it by post in a prepaid envelope to, the registered office of the company or by electronic means to the principal electronic address of the company at its registered office.

Time of service

  1. Where a notice is sent by post, service of the notice is to be taken to be effected if a prepaid envelope containing the notice is properly addressed and placed in the post and to have been effected:
    1. in the case of a notice of a general meeting, on the day after the date of its posting; or
    2. in any other case, at the time at which the letter would be delivered in the ordinary course of post.
  2. Where a notice is sent by electronic means, service of the notice is to be taken to be effected:
    1. in the case of an electronic messaging system that contains a delivery verification function, on the generation by the electronic messaging system of a delivery verification notice or log entry, or other confirmation; or
    2. in the case of electronic mail or other electronic messaging system (other than those referred to in clause 13.4(b)(1)), on the delivery to where the addressee is a natural person, the addressee’s electronic mail or electronic messaging system account or where the addressee is a corporation, the corporation’s computer systems.
  3. If service under clause 13.4(b) is on a day which is not a business day or is after 4.00pm (addressee’s time), the notice is regarded as having been received at 9.00am on the next following business day.
  4. For the purposes of clause 13.4(c), business day means a day that is not a Saturday, Sunday or a public holiday or bank holiday in Queensland, and is not a date between December 24 through January 2 inclusive.

Other communications and documents

Rules 13.1 to 13.4 (inclusive) apply, so far as they can and with any necessary changes, to the service of any communication or document.

Notices in writing

A reference in this constitution to a written notice includes a notice given by fax or electronic transmission or any other form of written communication.

GENERAL

Submission to jurisdiction

Each shareholder submits to the non exclusive jurisdiction of the Supreme Court of the State or Queensland, the Federal Court of Australia and the courts which may hear appeals from those courts.

Prohibition and enforceability

  1. Any provision of, or the application of any provision of, this constitution which is prohibited in any place is, in that place, ineffective only to the extent of that prohibition.
  2. Any provision of, or the application of any provision of, this constitution which is void, illegal or unenforceable in any place does not affect the validity, legality or enforceability of that provision in any other place or of the remaining provisions in that or any other place.

TRANSITIONAL PROVISIONS

This constitution must be interpreted in such a way that:

  1. every director, managing director and secretary in office in that capacity immediately before this constitution is adopted continues in office subject to, and is taken to have been appointed or elected under, this constitution;
  2. any register maintained by the company immediately before this constitution is adopted is taken to be a register maintained under this constitution;
  3. any seal adopted by the company immediately before this constitution is adopted is taken to be a seal which the company has under a relevant authority given by this constitution;
  4. unless a contrary intention appears in this constitution, all persons, things, agreements and circumstances appointed, approved or created by or under the constitution of the company in force before this constitution is adopted, continue to have the same status, operation and effect after this constitution is adopted; and
  5. except where expressly stated to the contrary, the adoption of this constitution does not alter the rights attaching to any class of shares which exist at the date this constitution is adopted.