THE CORPORATIONS LAW

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

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PART 2B.4 - REPLACEABLE RULES AND CONSTITUTION

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SECTION 141 TABLE OF REPLACEABLE RULES

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CCH Note: No 156 of 1999 made amendments to the sec 141 Table (effective 13 March 2000). These amendments have resulted in the Table (which lists the replaceable rules) not corresponding with the replaceable rules. It appears that there has been confusion concerning items in the Table and that the Table of replaceable rules should be as indicated over.

Please refer to the provisions listed, which identify them as replaceable rules.

141 The following table sets out the provisions of this Law that apply as replaceable rules.

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CCH list of provisions that apply as replaceable rules    
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Directors
                                                  
Material interests -- directors of                
proprietary companies                         194 
Company may appoint a director                201G
Directors may appoint other directors         201H
Alternate directors                           201K
Powers of directors                           198A
Executing negotiable instruments              198B
Managing director                             198C, 201J, 203F
(Repealed)                                        
Proprietary company may remove director       203C
Director may resign by giving written         203A
  notice to company
Remuneration of directors                     202A
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Directors' meetings
                                                     
Circulating resolutions                       248A
Calling directors' meetings                   248C
Chairing directors' meetings                  248E
Quorum at directors' meetings                 248F
Passing of directors' resolutions             248G
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Meetings of members

Calling of meetings of members by a director  249C
Notice to joint members                       249J(2)
When notice by post or fax is given           249J(4)
Notice of adjourned meetings                  249M
Quorum                                        249T
Chairing meetings of members                  249U
Business at adjourned meetings                249W(2)
Who can appoint a proxy                       249X
[replaceable rule for proprietary companies only]
Proxy vote valid even if member dies,         250C(2)
  revokes appointment etc.
How many votes a member has                   250E
Jointly held shares                           250F
Objection to right to vote                    250G
How voting is carried out                     250J
When and how polls must be taken              250M
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Company secretary

Terms of office determined by directors       204F
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Inspection of books

Company or directors may allow member to      247D
  inspect books
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Shares

Pre-emption for existing shareholders on      254D
  issue of shares in proprietary company 
Other provisions about paying dividends       254U
Dividend rights for shares in proprietary     254W(2)
  companies
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Transfer of shares

Transmission of shares on death               1091AA
Transmission of shares on bankruptcy          1091AB
Transmission of shares on mental incapacity   1091B
Registration of transfers                     1091D
Additional general discretion for directors   1091E
  of proprietary companies to refuse to
  register transfers
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Share capital

(Omitted)                                            
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