CCH Note:
Part 13 of the
Corporations Act 1989, inserted
by sec 6 of No 110 of 1990, Sch 1 (effective 1 January 1991), begins as
follows:
PART 13 - THE CORPORATIONS LAW
THE CORPORATIONS LAW
82
The Corporations Law is as follows:...
CHAPTER 2B - BASIC FEATURES OF A COMPANY
History
Chapter 2B inserted by No 61 of 1998, Sch 1 (effective 1 July 1998).
PART 2B.4 - REPLACEABLE RULES AND CONSTITUTION
History
Part 2B.4 inserted by No 61 of 1998, Sch 1 (effective 1 July 1998).
SECTION 140
EFFECT OF CONSTITUTION AND REPLACEABLE RULES
140(1)
[Contract]
A company's constitution (if any) and any replaceable rules that apply to the company have effect as a contract:
(a)
between the company and each member; and
(b)
between the company and each director and company secretary; and
(c)
between a member and each other member;
under which each person agrees to observe and perform the constitution and rules so far as they apply to that person.
History
S 140(1) substituted by No 61 of 1998, Sch 1 (effective 1 July 1998).
140(2)
[Modification of constitution]
Unless a member of a company agrees in writing to be bound, they are not bound by a modification of the constitution made after the date on which they became a member so far as the modification:
(a)
requires the member to take up additional shares; or
(b)
increases the member's liability to contribute to the share capital of, or otherwise to pay money to, the company; or
(c)
imposes or increases restrictions on the right to transfer the shares already held by the member, unless the modification is made:
(i) in connection with the company's change from a public company to a proprietary company under Part 2B.7; or
(ii) to insert proportional takeover approval provisions into the company's constitution.
History
S 140(2) amended by No 156 of 1999, Sch 3, Pt 9 (effective 13 March 2000).