THE CORPORATIONS LAW

CHAPTER 2B - BASIC FEATURES OF A COMPANY

PART 2B.4 - REPLACEABLE RULES AND CONSTITUTION

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.

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.