Exhibit 3.36
THE COMPANIES ACTS 1931 to 1942.
--------------------------------
A Company Limited by Shares.
----------------------------
MEMORANDUM OF ASSOCIATION
-------------------------
OF
--
ALCATEL SYSTEMS PTY. LIMITED
----------------------------
1. The name of the Company is Roneo Systems Pty. Ltd.
2. The objects for which the Company is established are: -
(a) To carry on the business of wholesale and retail merchants and
distributors of office machinery, plant, fittings, equipment,
furniture, stationery and requisites of any kind whatsoever.
(b) To carry on the business of agents, manufacturers, printers,
importers, exporters, vendors, purchasers and hirers of and dealers in
(both wholesale and retail) office factory and shop machinery and
accessories of every description and of and in all parts and equipment
of and accessories to and sundries connected with all products in
which the Company may trade from time to time.
(c) To carry on business as general merchants and commission and general
agents and brokers and to carry on any other business which may seem
to the Company capable of being conveniently carried on in connection
therewith and calculated directly or indirectly to render profitable
or enhance the value of the Company's property or rights for the time
being.
(d) To manufacture, buy, sell, exchange, alter or improve and deal in
conveyances or vehicles of any kind so constructed as to progress by
means of automatic power whether by means of oil, electricity, steam,
gas or otherwise.
(e) To manufacture, buy, sell, exchange, alter, improve manipulate,
prepare for market and otherwise deal in all kinds of plant,
machinery, apparatus, tools, utensils, substances, materials and
things necessary or convenient for carrying on any of the businesses
or proceedings which the Company
is authorised to carry on or undertake by virtue of these objects or
usually dealt in by persons engaged in the like.
(f) To carry on all and every of the branches and departments of all or
any of the businesses of wholesale and retail distributors, and to
buy, sell, manufacture, repair, convert, alter, let on hire and deal
in machinery implements, vehicles, conveyances and hardware of all
kinds and to carry on any other business (manufacturing or otherwise)
which may seem to the Company capable of being carried on in
connection with the above or otherwise calculated directly or
indirectly to enhance the value of any of the Company's property and
rights for the time being.
(g) To carry on the business of assembling, repairing, servicing,
renovating and reconditioning office equipment and vehicles and
conveyances of all kinds so constructed as to progress by means of
oil, electricity, steam, gas or otherwise.
(h) To acquire and hold shares stocks debentures stocks bonds obligations
and securities issued or guaranteed by any company constituted or
carrying on business in Australia or any dependency protectorate or
possession thereof or in any foreign company and debentures debenture
stock bonds obligations and securities issued or guaranteed by any
Government commissioners public body or authority supreme municipal
local or otherwise whether in Australia or abroad.
(i) To acquire any such shares stocks debentures debenture stock bonds
obligations or securities by original subscription tender purchase
exchange or otherwise and to subscribe for the same either
conditionally or otherwise and to guarantee the subscription thereof
and to exercise and enforce all rights and powers conferred by or
incident to the ownership thereof.
(j) To issue debentures debenture stock bonds obligations and securities
of all kinds and to frame constitute and secure the same as may seem
expedient with full power to make the same transferable by delivery or
by instrument of transfer or otherwise and either perpetual or
terminable and either redeemable or otherwise and to charge or secure
the same in such manner as may seem expedient on the undertaking of
the Company or upon any specific property and rights present and
future of the Company (including if thought fit uncalled capital) or
otherwise howsoever.
(k) To take part in the formation management supervision or control of the
business or operations of any company or undertaking and for that
purpose to appoint and remunerate any directors accountants or other
experts or agents and to employ experts to investigate and examine
into the condition prospects value character and circumstances of any
business concerns and undertakings and generally of any assets
property or rights.
2
(l) Generally to carry on business as financiers and to undertake and
carry out all such operations and transactions (except life assurance)
as an individual capitalist may lawfully undertake and carry out.
(m) To purchase or otherwise acquire any interests in any patents, brevets
d'invention, licenses, concessions and the like conferring an
exclusive or non-exclusive or limited right to use or any secret or
other information as to any invention which may seem to the Company
capable of being profitably dealt with and to use, exercise, develop,
grant licenses in respect of or otherwise turn to account any such
patents, brevets d'invention, licenses, concessions and the like and
the information aforesaid.
(n) To acquire by purchase, lease, exchange or otherwise, land, buildings
and hereditaments of any tenure or description anywhere in Australia
or in any foreign country where the Company may be for the time being
carrying on business and any estate or interest therein and any rights
over or connected therewith and to turn the same to account as may
seem expedient and in particular by preparing for subdivision and by
constructing, re-constructing, altering, improving, decorating,
furnishing and maintaining offices, houses, factories, warehouses,
shops, wharves, buildings, works and conveniences of all kinds and by
the consolidating or connecting or subdividing properties and by
leasing and disposing of the same.
(o) To construct maintain and alter any buildings, erections or works
necessary or convenient for the purposes of the Company.
(p) To enter into partnership or into any arrangement for sharing profits,
union of interest, co-operation, joint adventure, reciprocal
concession or otherwise with any person or company carrying on or
engaged in or about to carry on or engage in any business or
transaction which this Company is authorised to carry on or engage in
or any business or transaction capable of being conducted so as
directly or indirectly to benefit this Company and to lend money to
and to guarantee the contracts of or otherwise assist any such person
or company.
(q) Generally to purchase, take on lease or in exchange, hire or otherwise
acquire any real and personal property and any rights or privileges
which the Company may think necessary or convenient for the purposes
of its business.
(r) To invest and deal with the moneys of the Company not immediately
required in such manner as may from time to time be determined.
(s) To lend money to such persons or companies and on such terms as may
seem expedient and in particular to customers and others having
dealings with the Company and to guarantee the performance of
contracts by any such person or companies.
3
(t) To borrow or raise and secure the payment of money in such manner as
the Company shall think fit upon the security of all or any of the
Company's property (both present and future) including its uncalled
capital and to purchase, redeem or pay off any such securities.
(u) To remunerate any person or company for services rendered or to be
rendered in placing or assisting to place or guaranteeing the placing
of any of the shares in the Company's capital or any debenture
debenture stock or other securities of the company in or about the
formation or promotion of the Company or the conduct of its business.
(v) To draw, make, accept, endorse, discount, execute and issue promissory
notes, bills of lading, warranties, debentures and other negotiable or
transferable instruments.
(w) To sell or dispose of the undertaking of the Company or any part
thereof for such consideration as the Company may think fit and in
particular for shares, debentures or securities of any other company.
(x) To adopt such means of making known the products or operations of the
Company as may seem expedient.
(y) To procure the Company to be registered or recognised in any foreign
country or place.
(z) To sell, improve, manage, develop, exchange, lease, mortgage,
enfranchise, dispose of, turn to account or otherwise deal with all or
any part of the property and rights of the Company.
(aa) To amalgamate with any other company having objects altogether or in
part similar to those of this Company.
(bb) To promote freedom of contract and to resist, insure against,
counteract and discourage interference therewith and to establish,
form, subsidise or assist in establishing, forming or promoting and to
subscribe to, support, aid or join any fund, association, union or
body calculated in any way to benefit the Company as the Company may
think expedient and to agree to be bound by the decisions and actions
of and to do or join in doing all such acts and things as may be
decided upon by the governing authority of any such association, union
or body in accordance with the rules or articles thereof.
(cc) To receive for fixed period or payable at call, money on deposit with
interest or otherwise.
(dd) To establish and regulate whether in or out of the State of Queensland
branches or agencies of the Company.
4
(ee) To cause to be kept Branch Registers anywhere outside Queensland.
(ff) To execute and deposit Powers of Attorney.
(gg) To establish and support or aid in the establishment and support of
associations, institutions, funds, trusts and conveniences calculated
to benefit employees or ex-employees of the Company or the dependants
or connections of such persons and to grant pensions and allowances
and to make payment towards insurance and to subscribe or guarantee
money for charitable or benevolent objects or for any exhibitions or
for any public, general or useful object and to enter into any
arrangement with employees and others for the payment of bonuses or
for co-partnership or for participation in the profits of the Company
or in any scheme of profit sharing.
(hh) To apply for and promote any Act of Parliament, Order or other
legislative or legal sanction for enabling the Company to carry any of
its objects into effect or for effecting any modification of the
Company's constitution and to enter into contracts or arrangements
with any Government or authorities supreme municipal local or
otherwise that may seem conducive to the Company's objects or any of
them and to apply for, require or obtain from any Government or
authority or any person or company any rights, concessions, licences,
claims, benefits, interest, permits or privileges which the Company
may think it desirable to obtain and the same to carry into effect,
exercise, turn to account, deal with, dispose of and comply with and
to oppose any applications or proceedings which may seem calculated
directly or indirectly to prejudice or affect the Company's interests.
(ii) To distribute any of the property of the Company in specie among the
members.
(jj) To do all or any of the above things in any part of the world and as
principals, agents, contractors, trustees or otherwise and either
alone or in conjunction with others.
(kk) To do all such other things as are incidental or conducive to the
attainment of the above objects.
AND IT IS HEREBY DECLARED that the use of the word "Company" in this
clause except when used in reference to this Company shall be deemed to
include any partnership or other body or persons whether incorporated or
not incorporated and whether domiciled in Queensland or elsewhere and the
intention is that the objects specified in each paragraph of this clause
shall except where otherwise expressed in any such paragraph or controlled
by law be independent main objects and shall be in no way limited or
restricted by reference to or inference from the terms of any other
paragraph or the name of the Company and
5
except as aforesaid none of such paragraphs shall be deemed subsidiary or
auxiliary merely to the objects mentioned in the first paragraph of this
clause but the Company shall have full power to exercise all or any of the
powers conferred by any part of this clause in any part of the world and
notwithstanding that the business, undertaking, property or acts proposed
to be transacted, acquired, dealt with or performed do not fall within the
objects of the first paragraph of this clause.
3. The liability of members is limited.
4. The share capital of the Company is One hundred thousand dollars divided
into shares of Two dollars each with power to divide the shares in the capital
for the time being into several classes and to attach thereto respectively any
preferential, deferred qualified or special rights, privileges or conditions but
so that where shares are issued with any preferential or special rights attached
thereto such rights shall not (except where the terms of issue otherwise
provide) be alterable otherwise than pursuant to the provisions contained in
Clause 47 of the accompanying Articles of Association.
5. The place in Queensland in which the registered office of the Company is
proposed to be situate in Brisbane or such other place in Queensland as the
directors may from time to time decide.
6. The Share Capital of the Company may from time to time be increased.
WE, the several persons whose names, addresses and descriptions are subscribed
are desirous of being formed into a Company in pursuance of this Memorandum of
Association and we respectively agree to take the number of shares in the
capital of the Company set opposite our respective names.
6
------------ -------------------------------------------------------------------
NO. NAMES, ADDRESS AND NO. OF SHARES TAKEN BY
DESCRIPTIONS OF SUBSCRIBERS EACH SUBSCRIBER
--------------------------------------------------------------------------------
Xxxxxxx Xxxxxx Xxxxxx 0
Xxxxxx Xxxxxx, Xxxxxxxx.
(Company Manager)
Xxxxxx Xxxxx Xxxxxx, 1
Mt. Perry.
(Household Duties)
--------------------------------------------------------------------------------
DATED at BRISBANE the First day of April
ONE THOUSAND NINE HUNDRED AND FIFTY THREE.
WITNESS to signatures:-
(Sgd.) X.X.Xxxxxx
REGISTERED in the Office of the REGISTRAR of
Joint Stock Companies at BRISBANE this Seventeenth day of
April 1953.
No. 85 of 1953.
(Sgd.) X. Xxxxxxx
DEPUTY REGISTRAR OF COMPANIES.
------------------------------
COMPANIES ACT 1961
------------------
COMPANY LIMITED BY SHARES
-------------------------
ARTICLES OF ASSOCIATION
-----------------------
- of -
ALCATEL SYSTEMS PTY. LIMITED
----------------------------
PRELIMINARY
-----------
1. The regulations contained in Table "A" in the Fourth Schedule to the
Companies Act shall not apply to this Company.
INTERPRETATION
--------------
2. In these presents unless there be something in the subject or context
inconsistent therewith: -
Words importing the singular number only shall include the plural number
and words importing the plural number only shall include the singular
number.
Words importing the masculine gender only shall include the feminine
gender.
Words importing persons shall include companies and corporations and vice
versa.
"The Company" or "this Company" shall mean the abovementioned Company.
"Articles" shall mean these Articles of Association and all supplementary
substituted or amending Articles for the time being in force.
"The Register" shall mean the Register of Members to be kept pursuant to
Section 151(1) of the Companies Act.
"Office" shall mean the registered office for the time being of the
Company.
"Month" shall mean calendar month.
"Directors" or "the Board" shall mean the Directors for the time being of
the Company or such number of them as has authority to act for the
Company.
"Director" includes any person acting as a Director by whatever name called
and "Managing Director" includes any acting Managing Director.
"Seal" shall, mean the Common Seal of the Company.
"Call" includes instalments of a call.
"Writing" and "Written" shall include printing lithography typewriting and
any other mode of representing or reproducing words in a visible form.
"Dividend" shall include interim dividend and bonus.
"Paid Up" shall include credited as paid up.
"Companies Act" means the Companies Act 1961 or any statutory modification
amendment or re-enactment thereof for the time being in force, and any
reference to any provisions thereof is to that provision as so modified,
amended or re-enacted.
"Capital" means the capital for the time being raised or authorized to be
raised for the purposes of the Company.
"Letter" shall include circular or postcard.
"Manager" includes the Assistant or Acting Manager or any substitute for
the time being for the Manager.
"Secretary" means any person appointed to perform the duties of a Secretary
of the Company.
2
3. The capital of the Company is One hundred thousand dollars divided into
Fifty thousand shares of Two dollars each.
4. Save as permitted by the Companies Act no part of the funds of the Company
or of any subsidiary company thereof shall directly or indirectly be employed in
the purchase of or in loans upon the security of the shares of the Company. The
Directors may however in their discretion accept a surrender of shares by way of
compromise of any question as to whether or not the same have been validly
issued or in any other case where a surrender is within the powers of the
Company. Any shares so surrendered may be sold or re-issued in the same manner
as forfeited shares.
5. Subject to the provisions in that behalf of the Memorandum of Association
and without prejudice to any special rights previously conferred on the holders
of any shares or class of shares any shares in the Company may be issued with
such preferred deferred or other special rights or such restrictions, whether in
regard to dividend voting return of share capital or otherwise, as the Directors
may from time to time determine with full power for the Directors to issue such
shares either at par or at a premium and to give any person the call of or
option over any shares either at par or at a premium and for such period or
periods and for such consideration as the Directors may think fit.
6. It shall be lawful for the Company to pay a commission to any person in
consideration of his subscribing or agreeing to subscribe whether absolutely or
conditionally for any shares stock or debentures of the Company or procuring or
agreeing to procure subscriptions whether absolute or conditional for any shares
stock or debentures of the Company but so that the statutory conditions and
requirements shall be observed and complied with and the amount or rate of
commission shall not exceed ten
3
per centum of the price at which the shares or stock are issued or debentures
subscribed. Such commissions may be paid in cash or in shares debentures or
debenture stock of the Company or partly by one and partly by another or others
of such methods.
7. Save as by the Companies Act or other statute required or herein otherwise
provided the Company shall be entitled to treat the registered holder of any
share as the absolute owner thereof and accordingly shall not unless so ordered
by a Court of competent jurisdiction be bound to recognize any trust equitable
contingent future or partial interest in any share or any interest in any
fractional part of a share on the part of any other person or any other right in
respect of any share except an absolute right to the entirety thereof in the
registered holder whether or not it shall have actual or other notice thereof
and any such notice if given shall be absolutely inoperative as against the
Company for any purpose.
8. Where two or more persons are registered as the holders of any share they
shall be deemed to hold the same as joint tenants with benefit of survivorship
subject to the provisions following.
9. The joint holders of a share shall be severally as well as jointly liable
in respect of all payments which ought to be made in respect of such share.
10. Subject as herein provided only the person whose name stands first in the
register of members as one of the joint holders of a share shall as regards
notices and all or any other matters connected with the Company be deemed the
sole owner thereof and any notice given to such person shall be notice to all
joint holders.
11. On the death of any one of such joint holders or the dissolution of any
company registered as one of several joint holders the surviving or continuing
holder or holders
4
shall be the only person or persons recognized by the Company as having any
title to such share; but the Directors may require such evidence of death or
dissolution as they may think fit and nothing herein contained shall release the
estate of a deceased member from any liability in respect of such share.
12. If any member shall execute or propose to execute any instrument or do any
act by or through an attorney he shall produce or cause to be produced to the
Company for registration the instrument appointing such attorney and shall (if
required) file with the Company a certified copy of such last-mentioned
instrument which shall be retained by the Company. The Company may on the first
production of such instrument of attorney and from time to time subsequently
require such evidence as the Directors may think fit that the same is effective
and continues to be in force.
CERTIFICATES
------------
13. The Certificates of Title to shares or stock shall be issued under the Seal
of the Company and in such form (subject to Section 92(2) of the Companies Act)
as the Directors shall from time to time prescribe and all such Certificates
shall bear the manuscript signatures of at least one Director and of the
Secretary.
14. Every member shall be entitled free of charge to one Certificate for all
the shares registered in his name or to several Certificates each for a
reasonable number of such shares. Every Certificate shall specify the number of
the shares in respect of which it is issued and the amount paid up thereon. In
the case of joint holders the delivery of the Certificate to any one of them or
his agent shall be a sufficient delivery to them all.
15. The charge for stamp duty on Certificates shall be borne by the Company and
not passed on to shareholders but if any Certificate be worn out or defaced then
upon production and delivery thereof to the Board it may order the same to be
cancelled and
5
may issue at a cost not exceeding ten cents a new certificate in lieu thereof,
and if any Certificate be lost or destroyed then upon proof thereof to the
satisfaction of the Board (in accordance with the provisions of the Companies
Act) and if it in its discretion thinks fit on such indemnity as it deems
adequate being given a new Certificate in lieu thereof shall at a cost of not
more than ten cents be issued to the party entitled to such lost or destroyed
Certificate.
CALLS
-----
16. The Company may make arrangements on the issue of shares for a difference
between the holders of such shares in the amount of calls to be paid and the
time of payment of such calls.
17. The Directors subject to the terms upon which any shares may have been
issued may from time to time make such calls as they shall think fit upon the
members in respect of all moneys unpaid on the shares held by them respectively
provided that fourteen days' notice at least specifying the time and place for
payment is given of such call. Each member shall pay the amount of the call or
calls so made to the persons and at the times and places appointed by the
Directors.
18. A call shall be deemed to have been made at the time when the resolution of
the Directors authorizing such call was passed and may be made payable by
instalments.
19. If the sum payable in respect of any call or instalment be not paid before
or on the day appointed for payment thereof the holder for the time being of
such share shall pay interest on the same at the rate of eight per centum per
annum or such lesser rate of interest (if any) as the Directors shall prescribe
from the day appointed for the payment thereof to the time of the actual
payment. The Directors may where they think fit remit altogether or in part any
sum becoming payable for interest under this Article.
6
20. If by the terms of issue of any share or otherwise any sum is made payable
in respect of any shares by instalments every instalment shall be payable as if
it were a call duly made by the Directors and of which due notice had been given
and all provisions hereof with respect to payment of calls and of interest or to
forfeiture of shares for non-payment of calls shall apply to such instalments
and to the shares in respect of which they are payable.
21. On the trial or hearing of any action for the recovery of any debt due for
any call or instalment thereof or for any sum due on any share it shall be
sufficient to prove that the name of the member sued is entered in the register
as the holder or one of the holders of the shares in respect of which such debt
accrued; that in the case of a call or instalment thereof the resolution making
the call is duly recorded in the minute book and that notice of such call
instalment or debt was duly given to the member sued in pursuance of these
presents and it shall not be necessary to prove the appointment of the Directors
who made such call nor any other matters whatsoever but the proof of the matters
aforesaid shall be conclusive evidence of the debt.
22. The Directors may if they think fit receive from any member willing to
advance the same all or any part of the moneys uncalled and unpaid upon any
shares held by him and upon all or any of the moneys so advanced or upon so much
thereof as from time to time exceeds the amount of the calls then made and
payable upon the shares in respect of which such advance, has been made the
Company may pay interest at such rate as may be agreed upon between the member
paying such sum in advance and the Directors. No dividend shall be payable upon
any moneys so advanced upon which interest has been paid or agreed to be paid.
7
FORFEITURE AND LIEN
-------------------
23. If any member fails to pay the whole or any part of any call or instalment
on or before the day appointed for the payment of same the Directors may at any
time thereafter during such time as such call or instalment or pest thereof
remains unpaid serve a notice on such member requiring him to pay the same
together with any interest that may have accrued and all expenses that may have
been incurred by the Company by reason of such non-payment.
24. The notice shall name a day (not being less than fourteen days from the
date of the notice) or and a place at which such call or instalment or such part
thereof as aforesaid and such interest and expenses as aforesaid are to be paid.
The notice shall also state that in the event of non-payment at or before the
time and at the place appointed the shares in respect of which the call was made
or instalment made payable will be liable to be forfeited.
25. If the requirements of any such notice as aforesaid are not complied with
any share in respect of which such notice has been given may at any time
thereafter before payment of all calls or instalments interest and expenses due
in respect thereof be forfeited by a resolution of the Directors to that effect.
Such forfeiture shall include all dividends declared in respect of the forfeited
shares and all interest and other moneys payable in respect thereof and not
actually paid before the forfeiture.
26. When any share shall have been forfeited notice of the forfeiture shall be
given to the member in whose name it stood immediately prior to the forfeiture
and an entry of the forfeiture with the date thereof shall forthwith be made in
the register of members.
27. A person whose shares have been forfeited shall cease to be a member in
respect of such forfeited shares but shall notwithstanding be liable to pay and
shall forthwith pay
8
to the Company all calls instalments interest and expenses owing upon or in
respect of such shares at the time of the forfeiture together with interest
thereon from the time of forfeiture until payment at the rate of eight per
centum per annum and the Directors may enforce the payment of such moneys or any
part thereof if they think fit but shall not he under any obligation so to do.
28. The provisions of these Articles as to forfeiture shall apply in the case
of non-payment of any sum which by the terms of issue of a share becomes payable
at a fixed time whether on account of the amount of the share or by way of
premium as if the same had been payable by virtue of a call duly made and
notified.
29. Any share so forfeited shall be deemed to be the absolute property of the
Company and the Directors may sell re-allot or otherwise dispose of the same in
any manner they think fit and in case of re-allotment with or without any money
paid thereon by any former holder thereof being credited as paid up by the
Directors may at any time before any share so forfeited shall have been sold
re-allotted or otherwise disposed of annul the forfeiture upon such conditions
as they may think fit. In the event of any share so forfeited being sold
re-allotted or otherwise disposed of within twelve months of the date of
forfeiture thereof any residue of moneys remaining after satisfaction of the
unpaid calls instalments accrued interest and expenses shall be paid to the
person whose shares shall have been so forfeited his executors administrators or
assigns.
30. The Company shall have a first and paramount lien or charge upon the shares
other than fully paid up shares registered in the name of each member (whether
solely or jointly with others) for all calls or instalments of calls interest
and expenses in connection with such shares owing by any such member in respect
of such shares whether the period
9
for the payment thereof shall have actually arrived or not. Any such lien or
charge shall extend to all dividends and bonuses from time to time declared in
respect of such shares PROVIDED HOWEVER that such lien shall be restricted to
the specific shares in respect of which such calls or instalments of calls
interest and expenses shall be owing PROVIDED ALWAYS that if the Company shall
register any transfer of any shares upon which it has a lien as aforesaid
without giving to the transferee notice of its claim the said shares shall be
freed and discharged from the lien of the Company.
31. For the purpose of enforcing such lien or charge the Directors may sell all
or any of the shares subject thereto in such manner as they shall think fit but
no sale shall be made until notice in writing of the intention to sell shall
have been served on the member in default or his executors or administrators and
default shall have been made by him or them in payment of such allotment moneys
calls or instalments for fourteen days after such notice.
32. Notwithstanding anything to the contrary in these Articles contained the
Company shall have a first and paramount lien on all moneys payable in respect
of the shares stock or other interests of any deceased member or shareholder
whether such shares stock or interests are held jointly or severally and on the
interest dividends or other moneys payable on account thereof for any moneys
paid or for any liabilities whatsoever incurred by the Company under the laws of
any country possession or place in respect of the shares stock or interests of
such deceased member or shareholder PROVIDED HOWEVER that such lien shall be
restricted to moneys payable on or in respect of the specific shares stock or
other interests in respect of which such moneys shall have been paid or such
liabilities shall have been incurred. The Company may enforce such lien by
10
a sale or forfeiture of all or any of the shares stock or interests to which the
same may attach PROVIDED ALWAYS that such powers of sale or forfeiture shall not
be exercised by the Company except after notice in writing shall have been given
to the personal representative of the deceased member or shareholder and default
has been made sufficient proof of which notice and default shall be the
statutory declaration of any Director secretary or other official of the
Company. Until such moneys or liabilities have been paid or satisfied the
Company may refuse to record transmission or register transfers of such shares
stock or other interests. Any moneys paid by the Company as aforesaid may also
be recovered by action from such personal representative as a debt due by the
deceased member or shareholder or his estate to the Company. The Company shall
be entitled to charge and recover interest at eight per centum per annum on any
moneys paid by the Company from the date when such moneys were so paid.
33. In the case of a sale or a re-allotment of forfeited shares or of the sale
of shares to enforce a lien or charge an entry in the Minute Book of the Company
that the shares have been duly forfeited re-allotted or sold in accordance with
the regulations of the Company shall be sufficient evidence of that fact as
against all persons entitled to such shares immediately before the forfeiture
re-allotment or sale thereof and such entry and the receipt of the Company for
the price of such shares shall constitute a good title to the same and a
Certificate of proprietorship shall be delivered to the purchaser or allottee
thereof and he shall be registered as the holder of such shares and thereupon he
shall be deemed the holder thereof discharged from all calls or other moneys due
in respect thereof prior to such purchase or allotment and he shall not be bound
to see to the regularity of the proceedings or to the application of the
purchase money or consideration
11
nor shall his title to the shares be affected by any act, omission or
irregularity in the proceedings in reference to the sale forfeiture or
re-allotment. The holder of the Certificate of any shares so sold re-allotted or
otherwise disposed of shall be bound to deliver the same to the Board. The net
proceeds of any such transaction shall be applied first in the payment of all
costs of such sale and next in satisfaction of the moneys due to the Company and
the residue (if any) shall be paid to the said holder or as he shall direct or
to his estate.
TRANSFER AND TRANSMISSION OF SHARES
-----------------------------------
34. No transfer shall be registered unless a proper instrument of transfer has
been duly delivered to the Company. The instrument of transfer of any shares in
the Company shall be signed both by the transferor and transferee and the
transferor shall be deemed to remain the holder of such share until the name of
the transferee is entered in the register in respect thereof.
35. The instrument of transfer of any share shall be in writing in the usual
common form or in such other form as the Directors may from time to time
prescribe. No fee shall be charged by the Company for the registration of
transfer or transmission of a share.
36. Subject to the provisions of the Companies Act the transfer books and
register of members may be closed during such time as the Directors think fit
not exceeding in the whole thirty days in each year.
37. The Directors may decline to register any transfer of shares in respect of
which the Company has a lien and in the case of shares not fully paid up may
also decline to register a transfer to a transferee who is in their opinion an
undesirable person to admit as a member of the Company and shall not be bound to
assign any ground or reason for so declining.
12
38. Every instrument of transfer shall be left at the office for registration
duly stamped and executed accompanied by the certificate of the shares to be
transferred and such other evidence as the Directors may require to prove the
title of the transferor or his right to transfer the shares and the right of the
transferee to be registered as the owner of such shares. All instruments of
transfer which shall be registered shall be retained by the Company but any
instrument of transfer which the Directors may decline to register shall on
demand be returned to the person depositing the same (except in the case of
fraud).
39. In the case of the death of any joint holder of any shares the survivor or
survivors shall be the only person or persons recognised by the Company as
having any title to or interest in such shares.
40. Any person becoming entitled to shares in consequence of the death or
bankruptcy of any member or otherwise by operation of law upon producing such
evidence as the Directors may require that he sustains the character in respect
of which he proposes to act under this Article or of his title as the Directors
think sufficient may by notice in writing signed by him elect to be registered
himself as the holder of such shares or may transfer such shares. All the
limitations restrictions and provisions of these Articles relating to the right
to transfer and the registration of transfers of shares shall be applicable to
any such notice or transfer as if the death bankruptcy or other event entitling
such person to the shares had not occurred and as if such notice or transfer
were a transfer signed by the said member. This Article is hereinafter referred
to as the "Transmission Article".
INCREASE AND REDUCTION OF CAPITAL
---------------------------------
41. The Company in General Meeting may at any time and from time to time
increase the capital of the Company by the creation of new shares of such amount
as they think
13
expedient notwithstanding that all the shares in the capital of the Company for
the time being shall not have been issued.
42. Except so far as otherwise provided by the conditions of issue or by these
Articles any capital raised by the issue of new shares shall be considered part
of the original capital and shall be subject to the provisions herein contained
with reference to the payments of calls and instalments transfer and
transmission forfeiture lien surrender and otherwise.
43. Subject to Article 47 the Company may from time to time by special
resolution reduce its capital in any manner allowed by law.
44. Any new shares from time to time to be created may from time to time be
issued with any such guarantee or any such rights of preference whether in
respect of dividend or of repayment of capital or both or any such other special
privilege or advantage over any shares previously issued or then about to be
issued or at such premium or with such deferred right as compared with any
shares previously issued or then about to be issued or subject to any such
conditions or provisions as to voting or otherwise and generally on such terms
as the Board may from time to time determine.
45. The Company in general meeting may before the issue of any new shares
determine that the same or any of them shall be offered in the first instance
and either at par or at a premium to all the then holders of any class of shares
in proportion to the amount of capital held by them or make any other provisions
as to the issue and allotments of the new shares but in default of any such
determination or so far as the same shall not extend the new shares may be dealt
with as if they formed part of the shares in the original ordinary capital. In
every case where new shares are offered to
14
existing shareholders fractional rights shall be dealt with in such manner as
the Directors may determine.
46. The Company may by ordinary resolution subject to Article 47: -
(1) Consolidate and divide its share capital into shares of larger amount than
its existing shares.
(2) By subdivision of its existing shares or any of them divide the whole or
any part of its share capital into shares of smaller amount than is fixed by the
Memorandum of Association subject nevertheless to the provisions of the
Companies Act.
(3) Cancel any shares which at the date of the passing of the resolution have
not been taken or agreed to be taken by any person or which have been forfeited.
MODIFICATION OF RIGHTS
-----------------------
47. So long as the capital is divided into different classes of shares none of
the rights and privileges attached to any class may be modified abrogated
altered or varied in any way and no repayment of capital in respect of
Preference shares shall be made unless such repayment of capital or alteration
modification abrogation or variation of rights is agreed to by a resolution of
the holders of at least three fourths of the issued shares of the class present
in person or by proxy at a Special Meeting of such holders called for the
purpose and the provisions hereinafter contained as to general meetings shall
mutatis mutandis apply to every such meeting. PROVIDED HOWEVER that in the event
of the necessary majority not having been obtained in the manner aforesaid
consent in writing may be secured from members holding at least three fourths of
the issued shares of the class and such consent if obtained within two months
from the date of the said special meeting shall have the validity of a
resolution carried by vote in person or by proxy at a special meeting as
aforesaid.
15
INTEREST OUT OF CAPITAL
-----------------------
48. The Company may exercise the powers conferred by Section 69 of the
Companies Act subject to compliance with the terms thereof.
GENERAL MEETINGS
----------------
49. Annual General Meetings shall be held in accordance with Section 136 of the
Companies Act at such times and at such places as the Directors may determine.
All other meetings of the Company shall be called Extraordinary General
Meetings.
50. The Directors may whenever they think fit and they shall when required
under the Companies Act convene an Extraordinary General Meeting of the Company.
51. Subject to the provisions of the Companies Act as to special resolutions
seven days' notice (exclusive of the day on which notice is served or deemed to
be served but inclusive of the day for which the notice is given) specifying the
place day and hour of meeting and in case of special business the general nature
of such business shall be given in manner hereinafter mentioned to the members
and the auditor or auditors of the Company or such persons as are entitled under
these Articles to receive such notices from the Company.
52. The accidental omission to give any such notice to or the non-receipt of
such notice by any member shall not invalidate any resolution passed at any such
meeting or any of the proceedings thereat.
PROCEEDINGS AT GENERAL MEETINGS
-------------------------------
53. The business of an Annual General Meeting shall be to receive and consider
the accounts balance sheets and the reports of the Directors and the Auditors to
elect Auditors and other officers in the place of those retiring to declare
dividends and to transact any other business which under these presents ought to
be transacted at an
16
Annual General Meeting including any business which is brought under
consideration by the report of the Directors issued with the notice convening
such meeting. All other business transacted at an Annual General Meeting and all
business transacted at an Extraordinary General Meeting shall be deemed special.
54. No business shall be transacted at any General Meeting unless the quorum
requisite shall be present at the commencement of the business. Save as herein
otherwise provided two members present in person shall be a quorum. For the
purposes of this Article "member" includes a person attending as a proxy or as
representing a corporation which is a member.
55. The Chairman of Directors shall be entitled to take the chair at every
Meeting or if there be no such Chairman or if at any meeting he shall not be
present within ten minutes after the time appointed for holding such Meeting or
being present shall be unwilling to act as Chairman the Directors present may
choose a Chairman of such meetings and in default of their so doing the members
personally present shall choose another Director as Chairman and if no Director
be present or if all the Directors present decline to take the chair then the
members personally present shall choose one of their number to be Chairman.
56. If within fifteen minutes from the time appointed for the meeting a quorum
is not present the Meeting if convened upon the requisition of members shall be
dissolved. In any other case it shall stand adjourned to the same day in the
next week at the same time and place and if at such adjourned meeting a quorum
is not present within fifteen minutes from the time appointed for the meeting
those members personally present shall be a quorum and may transact the business
for which the meeting was called.
17
57. The Chairman may with the consent of the meeting at which a quorum is
present (and shall if so directed by the meeting) adjourn the same from time to
time and from place to place but no business shall be transacted at any
adjourned meeting other than the business left unfinished at the Meeting from
which the adjournment took place. Whenever a Meeting is adjourned for ten days
or more notice of the adjourned meeting shall be given in the same manner as of
the original meeting. Save as aforesaid no member shall be entitled to any
notice of any adjournment or of the business to be transacted at any adjourned
meeting.
58. Every question submitted to a meeting shall be decided in the first
instance by a show of hands of those personally present and entitled to vote.
59. In the case of an equality of votes the Chairman shall both on a show of
hands and at the poll have a casting vote in addition to the vote or votes to
which he may be entitled as a member.
60. At any General Meeting a resolution put to the vote of the meeting shall be
decided on a show of hands unless a poll is (before or on declaration of the
result of the show of hands) demanded:-
(a) by the Chairman;
(b) by at least two members present in person or by proxy;
(c) by any member or members present in person or by proxy and representing not
less than one-tenth of the total voting rights of all the members having
the right to vote at the meeting; or
(d) by a member or members holding shares in the company conferring the a right
to vote at the meeting being shares on which an aggregate sum has been paid
up
18
equal to not less than one-tenth of the total sum paid up on all the shares
conferring that right.
Unless a poll is so demanded a declaration by the chairman that a resolution has
on a show of hands been carried or carried unanimously or by a particular
majority or lost and an entry to that effect in the book containing the minutes
of the proceedings of the company shall be conclusive evidence of the fact
without proof of the number or proportion of the votes recorded in favour of or
against the resolution.
61. If a poll is demanded as aforesaid it shall be taken in such manner and at
such time and place as the Chairman of the meeting directs and either at once or
after an interval or adjournment or otherwise and the result of the poll shall
be deemed to be the resolution of the meeting at which the poll was demanded.
The demand of a poll may be withdrawn.
62. No poll shall be demanded on the election of a Chairman of a Meeting and a
poll demanded on any question of adjournment shall be taken at the meeting and
without adjournment. The demand of a poll shall not prevent the continuance of a
meeting for the transaction of any business other than the question on which a
poll has been demanded.
63. A resolution signed by all the members of the Company for the time being
shall be as valid and as effectual as if it had been passed at a meeting of the
members duly called and constituted and the members may sign separate copies of
the resolution or document circulated for that purpose provided that this
article shall not apply to a resolution required by the Companies Act to be
passed at a general meeting of the Company.
19
64. Minutes of all resolutions and proceedings at General Meetings shall be
made in a book or books provided for the purpose and any such minutes if
purporting to be signed by the Chairman of the meeting to which it relates or by
the Chairman or the next succeeding meeting shall be receivable as evidence of
the facts therein stated without further proof.
65. No objection shall be made as to the validity of any vote except at the
meeting or poll at which such vote was tendered and every vote not disallowed at
such meeting or poll and whether given personally or by proxy or attorney shall
be deemed valid. The decision of the Chairman as to the admission or rejection
of a vote shall be final and conclusive.
VOTES OF MEMBERS
----------------
66. Subject to these Articles and to any special terms as to voting upon which
any shares may have been issued on a show of hands every member present in
person or by attorney and entitled to vote shall have one vote and upon a poll
every member present in person or by proxy or attorney or by a representative
appointed pursuant to section 140(3) of the Companies Act and entitled to vote
shall have one vote for every share held by him.
67. No member not present in person or by attorney shall be entitled to vote on
a show of hands unless such member is a corporation present by a proxy or by a
representative appointed pursuant to section 140(3) of the Companies Act in
which case such proxy or representative may vote on a show of hands as if he
were a member of the Company.
68. Any person entitled under the "transmission article" to transfer any shares
may vote at any General Meeting in respect thereof in the same manner as if he
were the
20
registered holder of such shares provided that forty-eight hours at least before
the time of holding the meeting or adjourned meeting as the case may be at which
he proposes to vote he shall satisfy the Directors of his right to transfer such
shares or the Directors shall have previously admitted his right to vote at such
meeting in respect thereof.
69. Where there are joint registered holders of any shares any one of such
persons may vote at any meeting either personally or by proxy or attorney in
respect of such shares as if he were solely entitled thereto and if more than
one of such joint holders be present at any meeting personally or by proxy or
attorney that one of the said persons so present whose name stands first on the
register in respect of such shares shall alone be entitled to vote in respect
thereof. Several executors or administrators of a deceased member in whose name
any shares stand shall for the purpose of this clause be deemed joint holders
thereof.
70. On a poll votes may be given personally or by proxy or attorney or in case
of a corporation by a representative duly appointed pursuant to Section 140(3)
of the Companies Act. The instrument appointing a proxy shall be in writing
under the hand of the appointor or of his attorney or if such appointor is a
corporation under its common seal or the hand of its attorney.
71. The Power of Attorney (if any) or the instrument appointing a proxy and the
power of attorney or other authority (if any) under which it is signed (or a
notarially certified copy thereof) shall be deposited at the office of the
Company not less than twenty-four hours before the time for holding the meeting
or adjourned meeting as the case may be at which the person named in such
instrument proposed to vote.
21
72. A vote given in accordance with the terms of an instrument appointing a
proxy or a power of attorney shall be valid notwithstanding the previous death
of the principal or revocation of such proxy or power of attorney or transfer of
the share in respect of which the vote is given unless an intimation in writing
of the death revocation or transfer shall have been received at the office
twenty-four hours at least before the meeting.
73. No member shall be entitled to be present or to vote on any question either
personally or by proxy or attorney or representative or as proxy or attorney or
representative for another member at any General Meeting or upon a poll or be
reckoned in a quorum in respect of any shares held by such first mentioned
member whether alone or jointly with any other person whilst any allotment
moneys calls or instalments of calls are owing by any such member in respect of
such shares whether the period for the payment thereof shall have actually
arrived or not PROVIDED that such restrictions shall apply to the specific
shares only in respect of which the allotment moneys calls or instalments of
calls are owing.
74. Every instrument of proxy whether for a specified meeting or otherwise
shall as nearly as circumstances will admit be in the form or to the effect
following: -
I ____________________ of ____________________ being a member of
____________________ hereby appoint ____________________ of
22
or failing him ________________________ of ______________________
__________________________ as my proxy to vote for me and on my
behalf at the (Annual or Extraordinary as the case may be) Meeting of
the Company to be held on the________________ day of ____________ 19 __
and at any adjournment thereof.
As witness my hand this ______________________ day of _______________
Signed by the __________________ said ________________________________
or in such other usual or common form as the Directors may from time to time
prescribe or approve or in particular cases accept.
DIRECTORS
---------
75. The number of Directors shall not be less than two nor until otherwise
determined by a General Meeting more than twelve.
76. The present Directors of the Company are Xxxx Xxxxxx Xxxxx, Xxxxxx Xxxxxxx
Xxxxx, Xxxxxxx Xxxxx Xxxxxxxxxx, Xxxxx Xxxxxxx Xxxxx Xxxxxxx and Xxxxx Xxxxxx
Xxxxxx.
77. A Director need not hold any share qualification.
78. As remuneration for their services the Directors (other than any Managing
Director or any Director occupying an executive office) shall until otherwise
determined by the Company in General Meeting be paid out of the funds of the
Company such sum as may be determined by the Company in General Meeting and any
remuneration shall be divided between them in such proportions and manner as the
Directors may determine and in default of such determination in any year
equally. Specific notice of intention to propose any increased remuneration
shall be given to Shareholders in the notice
23
convening the meeting. The Directors shall not be paid as part or whole of their
remuneration a commission on or percentage of the profits or turnover of the
Company.
79. Each Director shall be paid all his travelling, hotel and other expenses
reasonably incurred by him for the purpose of attending meetings or otherwise in
or about the business of the Company and if any Director being willing shall be
called upon to perform extra services or to exercise any special qualifications
or to make any special exertions in going from his usual residence or residing
abroad or otherwise for any business or purposes of the Company he shall be paid
all his travelling and out-of-pocket expenses and such additional fixed sum by
way of special remuneration as the Directors may determine.
80. The Company may at any time in General Meeting by ordinary resolution
remove any Director and by ordinary resolution appoint another qualified person
in his stead.
81. The Directors shall have power at any time and from time to time appoint
any person as a Director either to fill a casual vacancy or as an addition to
the Board but so that the total number of Directors shall not at any time exceed
the maximum number.
82. The Directors may act notwithstanding any vacancy in their body but if and
so long as their number is reduced below the minimum above fixed the continuing
Directors may act for the purpose of increasing the number of Directors to that
number or of calling a General Meeting of the Company but for no other purpose.
83. The office of a Director shall ipso facto be vacated: -
(a) If he becomes bankrupt or suspend payment or liquidate by arrangement or
compound with or assign his estate for the benefit of his creditors or be
convicted of a felony or misdemeanour.
24
(b) If he becomes of unsound mind or a person whose person or estate is liable
to be dealt with in any way under the law relating to mental health or be
for any reason incapable of performing his duties.
(c) If he by notice in writing resigns his appointment or refuses to act.
(d) If he is removed as a Director under the provision of Article 80.
(e) If he is directly or indirectly interested in any contract or proposed
contract with the Company and fails to declare the nature of his interest
in manner required by the Companies Act.
84. Subject to the provisions of the Companies Act no Director shall be
disqualified by his office from contracting or entering into any arrangement
with the Company either as Vendor Purchaser or otherwise nor shall any such
contract or arrangement entered into by or on behalf of the Company in which any
Director shall be in any way interested be avoided nor shall any Director so
contracting or being so interested be liable to account to the Company for any
profit realized by any such contract or arrangement by reason of such Director
holding that office or of the fiduciary relation thereby established; provided
that he shall declare the nature of his interest at the meeting of Directors at
which the contract or arrangement is determined on if his interest then exists
or in any other case at the first meeting of Directors after the acquisition of
his interest. A general notice given to the-Directors by a Director to the
effect that he is an officer or member of a specified company or a member of a
specified firm and is to be regarded as interested in any contract which may
after the date of the notice be made with that company or firm shall be deemed
to be a sufficient declaration of interest in relation to any contract or
arrangement so made but no such notice shall be of effect unless either it is
given at a
25
meeting of the Directors or the Director takes reasonable steps to ensure that
it is brought up and read at the next meeting of Directors after it is given and
after such general notice it shall not be necessary to give any special notice
relating to any particular transaction with such company or firm.
85. A Director of this Company may be or become a Director or member of any
Company promoted by this Company or in which it may be interested as vendor
shareholder or otherwise. A Director may hold any other office (except that of
Auditor) or place of profit in the Company in conjunction with his Directorship
and may be appointed thereto upon such terms as to remuneration and otherwise as
may be arranged by the Directors provided no Director (other than a Managing
Director or other Executive Director) shall be paid a commission on or
percentage of turnover or profits.
MANAGING DIRECTOR
-----------------
86. The Directors may from time to time appoint one or more of their body to be
Managing Director or Managing Directors of the Com-
87.
88.
89.
90.
91.
is out of Australia shall be entitled to notice of any such meeting during such
absence. Questions arising at any meeting shall be decided by a majority of
votes and save as hereinbefore provided in case of an equality of votes the
Chairman of the Meeting shall have a second or casting vote.
26
92. The Directors may elect and remove a Chairman of their meetings and
determine the period for which he is to hold office but if no such Chairman is
elected or if at any meeting the Chairman is not present at the time appointed
for holding the same the Directors present shall choose one of their number to
be Chairman of such Meeting.
93. A duly convened meeting of the Directors for the time being at which a
quorum is present shall be competent to exercise all or any of the authorities
powers and discretions by or under the Articles of the Company for the time
being vested in or exercisable by the Directors generally.
94. The Directors may by resolution or by Power of Attorney or writing under
the Seal of the Company delegate any of their authorities and powers and duties
to committees consisting of such member or members of their body to act anywhere
in Australia or elsewhere and may from time to time revoke withdraw alter or
vary such delegation. Any committee so formed shall in the exercise of the
authorities powers and duties so delegated conform to any regulations that may
from time to time be imposed by the Directors. Any committee so formed is
referred to herein as a Committee of Directors.
95. The meetings and proceedings of any such committee shall be governed by the
provisions herein contained for regulating the meetings and proceedings of the
Directors so far as the same are applicable thereto and are not superseded by
any regulation made by the Directors under the last preceding clause.
96. All acts done at any meeting of the Directors or of a Committee of
Directors or by any person acting as Director shall notwithstanding that it
shall afterwards be discovered that there was some defect in the appointment of
any such Director or person acting as
27
aforesaid or that they or any of them were disqualified be as valid as if every
such person had been duly appointed and was qualified to be a Director or member
of a Committee of Directors.
97. A resolution in writing signed by all the Directors for the time being
Australia shall be as valid and effectual as if it had been passed at a meeting
of the Directors duly called and constituted.
MINUTES
-------
98. The Directors shall cause minutes to be duly entered in books provided for
the purpose: -
(a) Of all appointments of officers made by the Directors.
(b) Of the names of the Directors present at each meeting of the Directors and
of any Committee of Directors.
(c) Of all orders made by the Directors and Committees of Directors.
(d) Of all resolutions and proceedings at all meetings of the Company and of
the Directors and Committees of Directors.
Such minutes shall be signed by the Chairman of the meeting at which the
proceedings were held or by the Chairman of the next succeeding meeting.
POWERS OF DIRECTORS
-------------------
99. The management of the business and affairs of the Company shall be vested
in the Directors who in addition to the powers and authorities by the Articles
or otherwise expressly conferred upon them may exercise all such powers and do
all such acts and things as may be exercised or done by the Company and are not
hereby or by statute directed or required to be exercised or done by the Company
in General Meeting but subject nevertheless to the provisions of the statutes
and of the Articles and to any
28
regulations from time to time made by the Company in General Meeting provided
that no such regulation so made shall invalidate any prior act of the Directors
which would have been valid if such regulation had not been made. Any sale or
disposal by the Directors of the Company's main undertaking shall be subject to
ratification by the Company in General Meeting.
BORROWING POWERS
----------------
100. The Directors may from time to time at their discretion raise or borrow any
sum or sums of money for the purposes of the Company.
101. The Directors may raise or secure the repayment of such moneys or any debts
liabilities contracts or obligations undertaken or incurred by the Company in
such manner by such means and upon such terms and conditions in all respects as
they think fit and in particular and without prejudice to the generality of the
foregoing by the issue or re-issue of debentures or debenture stock charged upon
all or any part of the property of the Company (both present and future)
including with the authority (if any) required by law its uncalled and unpaid
capital for the time being and may give or accept guarantees or indemnities as
it may think desirable.
102. The Directors may for the purpose of securing the payment of any debentures
bonds or other securities or the payment with interest of any money so borrowed
as aforesaid or payable under any contract whatsoever or otherwise howsoever
make and carry into effect any arrangement which they may deem expedient by
assigning or conveying any property of the Company (including uncalled capital)
to trustees.
103. Every bond, debenture, debenture stock or security created by the Company
may be so framed that the same shall be assignable free from all equities
between the Company and the original or any intermediate holders.
29
104. Any bonds debentures or other securities may be issued at a discount
premium or otherwise and with or without the right to the holders thereof to
exchange the same in whole or part for shares in the Company at a certain or
uncertain time or with any special privileges as to redemption surrender drawing
allotment of shares attending and voting at general meetings of the Company
appointment of Directors and otherwise and generally with such rights and upon
such conditions and with such options in all respects as the Directors shall
think fit.
105. If any uncalled capital of the Company is included in or charged by any
debenture mortgage or other security the Directors may by instrument under the
Company's seal authorise the person in whose favour such debenture mortgage or
security is executed or any other person in trust for him to make calls on the
members in respect of such uncalled capital and to sue in the name of the
Company or otherwise for the recovery of moneys becoming due in respect of calls
so made and to give valid receipts for such moneys and such authority shall
subsist during the continuance of the debenture mortgage or security
notwithstanding any change in the Board of Directors and shall be assignable if
expressed so to be.
106. The Directors shall cause to be kept a Register of all mortgages and
charges specifically affecting property of the Company and to be entered therein
in respect of each mortgage or charge a short description of the property
mortgaged or charged the amount of the mortgage or charge created and except in
the case of securities to bearer the names of the Mortgagees or persons entitled
to such charge.
107. Subject to the Companies Act if the Directors or any of them or any officer
of the Company shall become personally liable for the payment of any sum
primarily due from
30
the Company the Directors may execute or cause to be executed any mortgage
charge or security over or affecting the whole or any part of the assets of the
Company by way of indemnity to secure the persons or person so becoming liable
as aforesaid from any loss in respect of such liability.
ALTERNATE DIRECTORS
-------------------
108. Each Director shall have the power from time to time to nominate any person
approved for that purpose by a majority of the Directors to act as an alternate
Director in his place and at his discretion to suspend or remove any such
alternate Director and on such appointment being made the alternate Director
shall (except as regards remuneration) be subject in all respects to the terms
and conditions existing with reference to the other Directors of the Company and
each alternate Director whilst acting in the place of the Director whom he
represents shall observe and discharge all the duties of such Director and he
shall be subject to removal by a majority of the Directors. Any appointment
suspension or removal by the appointor under this Article shall be effected by
notice in writing under the hand of the Director making the same and such notice
shall be delivered to the Company.
LOCAL MANAGEMENT AND BRANCH RESISTERS
-------------------------------------
109. The Directors may from time to time provide for the management of the
affairs of the Company in any part of Australia or elsewhere in such manner as
they think fit and the provisions contained in the next five following Articles
shall be without prejudice to the general powers conferred by this Article.
110. The Directors may from time to time and at any time establish outside the
State of Queensland in any Country State Territory or place any Local Board
Branch Office or Agency for managing or assisting in the management of the
affairs of the Company and
31
may appoint any persons to be members of such Local Board or as managers or
agents and may fix their remuneration and may revoke and annul any such
appointment and make another or other appointments.
111. The Directors from time to time and at any time may delegate to any person
or persons so appointed any of the powers authorities and discretions for the
time being vested in the Directors and may authorize the members for the time
being of any such Local Board or any of them to fill up any vacancies therein
and to act notwithstanding vacancies and any such appointment or delegation may
be made on such terms and subject to such conditions as the Directors may think
fit and the Directors may at any time remove any person so appointed and may
annul or vary any such delegation.
112. The Directors may at any time and from time to time by resolution power of
attorney or writing under the Seal appoint any person to be the Attorney or
Agent of the Company for such purposes and with such powers authorities and
discretions (not exceeding those vested in or exercisable by the Directors under
these Articles) and for such period and subject to such conditions as the
Directors may from time to time think fit and any such appointment may (if the
Directors think fit) be made in favour of the members or any of the members of
any Local Board established as aforesaid or in favour of any company or of the
members directors nominees or managers of any company or firm or otherwise in
favour of any fluctuating body of persons whether nominated directly or
indirectly by the Directors and any such power of attorney may contain such
provisions for the protection and convenience of persons dealing with such
attorneys as the Directors think fit. The Directors may appoint or remove local
Directors Managers or
32
Agents by cable telegram or wireless in cases of urgency to act for and on
behalf of the Company.
113. Any such delegates or attorneys as aforesaid may be authorized by the
Directors to sub-delegate all or any of the powers authorities and discretions
for the time being vested in them.
114. The Company may exercise the powers conferred by section 157 of the
Companies Act and such powers shall be exercisable by the Directors. The
Directors may subject to the said section make such provisions as they think fit
respecting the keeping of any Branch Register and may notwithstanding any other
provisions of the Articles but subject to section 35(5) of the Companies Act
determine the manner in which certificates for shares on the Branch Register may
be sealed and signed or may authorize the issue of an official seal of the
Company for use in any Country State Territory or place outside Queensland and
determine by whom the same shall be affixed to any certificate deed or other
document executed by the Company and the Directors may from time to time appoint
such person or persons or any corporation (hereinafter referred to as the
"Authority") as they shall think fit in any place in which a Branch Register is
kept to approve or reject transfers and to direct the registration of approved
transfers in the Branch Register of such place and every such Authority may in
respect of transfers or other entries proposed to be registered in the Branch
Register for which such Authority is appointed exercise all the relevant powers
of the Directors in the same manner and to the same extent and effect as if the
Directors themselves were actually present in the place and exercised the same.
33
THE SEAL
--------
115. The Directors shall provide a common seal of the Company and such seal
shall be kept by such person and in such place and in such manner as the
Directors may think fit and the Directors shall have power to use such seal in
the execution of all or any of the powers hereby vested in them but it shall not
be affixed to any document except by the
116.
117.
118.
119.
120.
121.
122.
which any person is under the transmission article entitled to transfer until
such person shall duly transfer the same.
123. The Directors may retain any dividends on which the Company has a charge
and may apply the same in or towards satisfaction of the calls instalments or
sums owing in respect of which the charge exists.
124. Unless otherwise directed any dividend may be paid by cheque or warrant
sent through the post to the registered address of the member entitled thereto
or in the case of joint holders to that one whose name stands first on the
register in respect of the joint holdings and every cheque so sent may be made
payable to the order of the person to whom it is sent and shall be at his risk.
125. Any general meeting declaring a dividend may direct payment of such
dividend wholly or in part by the distribution of paid up shares of the Company
or of any specific
34
assets of the Company and the Directors shall give effect to such resolution and
where any difficulty arises in regard to the distribution they may settle the
same as they think expedient and in particular may notwithstanding anything in
these articles contained to the contrary issue fractional certificates and may
fix the value for distribution of such specific assets or any part thereof and
may determine that cash payments wholly or in part shall be made to any members
upon the footing of the value so fixed in order to adjust the rights of all
parties and may vest any such shares or specific assets upon such trusts for the
persons entitled to the dividend as may seem expedient to the Directors. Where
requisite a proper contract shall be filed in accordance with section 54 of the
Companies Act and the Directors may appoint any person to sign such contract on
behalf of the person entitled to the dividend and such appointment shall be
effective.
126. Save as otherwise required by law all dividends unclaimed for one year
after having been declared may be invested or otherwise made use of by the
Directors for the benefit of the Company until claimed.
RESERVE FUNDS
-------------
127. Before recommending any dividend the Directors may in priority to any
dividend set aside out of the profits of the Company such sums as they think
proper as a reserve fund to meet depreciation or contingencies or for equalizing
dividends or for paying a special dividend or for repairing or improving and
maintaining any of the property of the Company and for such other purposes as
the Directors shall in their absolute discretion think conducive to the
interests of the Company and the Directors may invest the several sums so set
aside upon such investments and securities (other than shares of the Company) as
they may think fit and may from time to time deal with and vary any such
investments and securities and dispose of all or any part thereof for the
benefit of the
35
Company and may divide the reserve fund into such special funds as they may
think fit and with full power to employ the assets constituting the reserve fund
in the business of the Company and that without being bound to keep the same
separate from the other assets and at any time or times to resort for dividends
or bonuses to such funds or sums. Any interest derived from such investments or
securities shall be dealt with as profits arising from the business of the
Company.
128. The Company may at any time and from time to time in General Meeting by
ordinary resolution authorize the Directors to capitalize the whole or any part
of the undivided profits of the Company not required for the time being for
payment of dividends upon any preference shares of the Company or other shares
issued upon any special conditions and standing to the credit of the reserve
fund or funds of the Company or in the hands of the Company and available for
dividends and also to capitalize any accretions to values or profits arising
from re-valuation or sale of any of the Company' s assets and the Directors
shall give effect to such resolution accordingly and any profits so capitalized
shall be apportioned among the ordinary shareholders entered on the Register as
at such date as the Directors may determine by the allocation and distribution
to them in the proportions in which they are entitled to dividends on the
ordinary shares held by them respectively at the said date of shares of such
class or classes as the Directors may determine credited as fully or partly paid
up by means of the profits so capitalized and carrying dividend from such date
so that all or any part of such capitalized funds be applied on behalf of such
shareholders in paying up in full or in part any unissued shares of the Company
which shall be distributed accordingly or in towards payment or in part payment
of the uncalled liability on any issued shares or in such manner as the
Directors
36
may determine and any such distribution or payment shall be accepted by such
shareholders in full satisfaction of their interest in the capitalized funds and
the Directors may determine all other conditions of any such allocation and
distribution (including provision for the case of fractions) as they may think
expedient and may appoint any person on behalf of the ordinary shareholders to
enter into an agreement with the Company providing for the issue and allotment
to them of such shares credited as fully or partly paid up as the case may be by
means of the profits so capitalized and upon appointment shall be effective.
ACCOUNTS
--------
129. The Directors shall cause to be kept proper books of account in which shall
be kept full true and complete accounts of the affairs and transactions of the
Company.
130. The books of account shall be kept at the registered office or at such
place or places as the Directors think fit and shall always be open to the
inspection of the Directors.
131. The Directors shall subject to the provisions of the Companies Act from
time to time determine whether and to what extent and at what times and places
and under what conditions or regulations the account and books of the Company or
any of them shall be open to the inspection of the members and no member shall
have any right of inspecting any account or book or document of the Company
unless and except as conferred by statute or authorized by the Directors or by a
resolution of the Company in General Meeting.
132. At the Annual General Meeting in each year the Directors shall lay before
the Company a Profit and Loss Account and a duly audited Balance Sheet showing
the particulars required by law and made up for the period provided by the
Companies Act.
37
133. Every Account of the Directors when audited and approved or adopted by the
Annual General Meeting shall be conclusive except as regards any error
discovered therein within three months next after the approval or adoption
thereof. Whenever any such error is discovered within that period the account
shall forthwith be corrected and thenceforth shall be conclusive.
134. The Balance sheet shall be accompanied by a Report of the Directors as to
the state of the Company's affairs and such other documents as are required by
the Companies Act.
AUDIT
-----
135. Once at least in every year and at intervals of not more than fifteen
months the accounts of the Company shall be examined and the correctness of the
Profit and Loss Account and Balance Sheet ascertained by one or more Auditor or
Auditors.
136. The Company at each Annual General Meeting shall appoint an Auditor or
Auditors to hold office until the next Annual General Meeting and the
appointment, remuneration, rights and duties of such Auditor or Auditors shall
be regulated in accordance with the provisions of the Companies Act. Provided
that no person shall be competent to be appointed or act as Auditor if
prohibited by Section 9 of the Companies Act.
137. The Company may at any Annual General Meeting by a resolution for which
two-thirds of the votes of the members there present either in person or by
proxy or attorney shall be recorded direct the Auditors to make such further
inquiry into the affairs of the Company and report thereon as may be thought fit
or may appoint any two members eligible as Auditors to be special Auditors for
the purpose of making any such inquiry or report.
38
NOTICES
-------
138. Subject to any provisions hereinbefore contained as to notices any notice
may be served by the Company upon any member either personally or by sending it
through the post in a prepaid envelope or wrapper addressed to such member at
his registered place of address.
139. Each registered holder of shares shall notify to the Company in writing an
address in the Commonwealth of Australia which shall unless and until a fresh
notification is given be deemed his registered place of address within the
meaning of the last preceding clause. If a fresh address is notified that shall
be the registered address.
140. As regards those members who have no registered place of address as
aforesaid a notice posted up in the office shall be deemed to be well served on
the member at the expiration of twenty-four hours after it is so posted up in
the office.
141. All notices shall with respect to any share to which persons are jointly
entitled be given to whichever of such persons is named first on the register
and notice so given shall be sufficient notice to all the holders of such
shares.
142. Any notice sent by post shall be deemed to have been served on the day
following that on which the envelope or wrapper containing the same is posted
and in proving such service it shall be sufficient to prove that the envelope or
wrapper containing the notice was properly addressed according to the name and
address entered in the Register and posted. Any notice by advertisement shall be
deemed to have been served on the day of publication of the newspaper containing
the advertisement.
143. Every person who by operation of law transfer or other means whatsoever
shall become entitled to any share shall be bound by every notice in respect to
such share
39
which previously to his name and address being entered on the Register shall
have been duly given to the holder from whom he derives his title to such share.
144. Subject to the Companies Act where a given number of days notice or notice
extending over any other period is required to be given the day of service shall
be reckoned in the number of days or other period.
145. Any notice or document delivered or sent by post to or left at the
registered address of any member in pursuance of these presents shall
notwithstanding such member be then deceased or be in any way incapacitated and
whether or not the Company have notice of his decease or incapacity be deemed to
have been duly served in respect of any shares whether held solely or jointly
with other persons by such member until some other person be registered in his
stead as the holder or joint holder thereof and such service shall for all
purposes of these presents be deemed a sufficient service of such notice or
document on his executors or administrators and all persons (if any) jointly
interested with him in any such share.
146. The signature to any notice to be given by the Company may be written or
printed.
WINDING UP
----------
147. (1) If the Company shall be wound up whether voluntarily or otherwise the
Liquidators may with the sanction of a special resolution divide among the
contributories in specie or kind any part of the assets of the Company and may
with the like sanction vest any part of the assets of the Company in trustees
upon such trusts for the benefit of the contributories or any of them as the
Liquidators with the like sanction shall think fit.
(2) If thought expedient any such division may be otherwise than in accordance
with the legal rights of the contributories and in particular any class may be
given preferential
40
or special rights or may be excluded altogether or in part but in case any
division otherwise than in accordance with the legal rights of the
contributories shall be determined on any contributory who would be prejudiced
thereby shall have a right to dissent and ancillary rights as if such
determination were a special resolution passed pursuant to section 270 of the
Companies Act.
(3) In case any shares comprised in the assets to be divided as aforesaid
involve a liability to calls or otherwise any person entitled under such
division to any of the said shares may within ten days after the passing of the
special resolution by notice in writing direct the liquidators to sell his
proportion and pay him the nett proceeds and the liquidators shall if
practicable act accordingly.
148. Any commission proposed to be paid to a Director or Directors or Liquidator
on the proceeds of the sale or liquidation of the Company or of any of the
Company's assets and/or fees proposed to be paid to such Director or Directors
or Liquidator shall be subject to ratification by the shareholders. Prior
notification of the amount of such proposed payments shall be given to all
shareholders at least seven days before the meeting at which such payments are
to be considered.
INDEMNITY
---------
149. Every Director Manager or officer of the Company or any person employed by
the Company as Auditor shall be indemnified out of the funds of the Company
against all liability incurred by him as such Director Manager officer or
Auditor in defending any proceedings whether civil or criminal in which judgment
is given in his favour or in which he is acquitted.
150. Except to such extent as any provision of this Article would be rendered
void by the Companies Act no Director Manager Secretary or other officer of the
Company shall
41
be liable for the acts receipts neglects or defaults of any other Director or
officer or for joining in any receipt or other act for conformity or for any
loss or expense happening to the Company through the insufficiency or deficiency
of title to any property acquired by order of the Directors for or on behalf of
the Company or for the insufficiency or deficiency of any security in or upon
which any of the moneys of the Company shall be invested or for any loss or
damage arising from the bankruptcy insolvency or tortious act of any person with
whom any moneys securities or effects shall be deposited or left or for any
other loss damage or misfortune whatever which shall happen in the execution of
the duties of his office or in relation thereto unless the same happen through
his own negligence default breach of duty or breach of trust.
SECRECY
-------
151. Every Director Manager Auditor Trustee Secretary or other officer servant
or agent of the Company or Member of a Committee of Directors of the Company
shall before entering upon his duties if required by the Directors sign a
declaration pledging himself to observe a strict secrecy respecting all
transactions and activities of the Company and matters relating thereto and
shall by such declaration pledge himself not to reveal any of the matters which
may come to his knowledge in the discharge of his duties except when required so
to do by the Directors or by any duly convened and constituted general meeting
or by a court of law and except so far as may be necessary in order to comply
with any of the provisions of these Articles or any Statute.
PROPRIETARY COMPANY
-------------------
152. The Company is a proprietary company and accordingly -
(a) The right to transfer shares is restricted as hereinbefore provided in
these Articles.
42
(b) The number of members for the time being of the Company (counting joint
holders of shares as one person and not counting any person in the
employment of the Company or of its subsidiary or any person who while
previously in the employment of the Company or of its subsidiary was and
thereafter has continued to be a member of the Company) is not to exceed
fifty.
(c) Any invitation to the public to subscribe for any shares in or debentures
of the Company is prohibited.
(d) Any invitation to the public to deposit money with the Company for fixed
periods or payable at call whether bearing or not bearing, interest is
prohibited.
43
