{"id":"alcoa-australia-wa-nl-act-1971","name":"Alcoa of Australia (W.A.) N.L. Act 1971","slug":"alcoa-of-australia-w-a-n-l-act-1971","collection":"act","jurisdiction":"vic","status":"in_force","isInForce":true,"actNumber":null,"makingDate":null,"administeringDepartment":null,"currentVersion":{"id":28683,"registerId":"vic-alcoa-australia-wa-nl-act-1971-current","compilationNumber":null,"startDate":"2026-04-01","status":"InForce","reasons":null,"registeredAt":null},"sections":[{"sectionNumber":"1","sectionType":"section","heading":"Alcoa of Australia (W.A.) N.L. Act 1971","content":"Victorian Legislation Parliamentary Documentsi\nVersion No. 002\nAlcoa of Australia (W.A.) N.L. Act 1971\nAct No. 8114/1971\nVersion incorporating amendments as at 15 July 2001\nTABLE OF PROVISIONS\nSection Page\n1. Short title 2\n2. Power to convert from no liability company to limited liability\ncompany 2\n3. Repealed 3\n__________________\nSCHEDULE—Memorandum of Association 4\n═══════════════\nENDNOTES 38\n1. General Information 38\n2. Table of Amendments 39\n3. Explanatory Details 40\n\nVictorian Legislation Parliamentary Documents1\nVersion No. 002\nAlcoa of Australia (W.A.) N.L. Act 1971\nAct No. 8114/1971\nVersion incorporating amendments as at 15 July 2001\nAn Act to make Provision with respect to the Conversion of\nAlcoa of Australia (W.A.) N.L. to a Public Company with\nLimited Liability and Purposes connected therewith.\nPreamble\nWHEREAS on the 21st day of August, 1958 under\nPart II of the Companies Act 1938 a company\n(hereinafter called \"the said company\") was\nincorporated as a no liability company under the\nname of Western Aluminium No Liability:\nAND WHEREAS on the 3rd day of September,\n1970 the said company changed its name to Alcoa\nof Australia (W.A.) N.L.:\nAND WHEREAS the said company is a wholly\nowned subsidiary of Alcoa of Australia Limited:\nAND WHEREAS the said company has a nominal\ncapital of $10 000 000 divided into 5 000 000\nshares of $2 each:\nAND WHEREAS the said company has issued\n1 750 000 shares of which 250 000 are fully paid\nup and 1 500 000 shares are paid to 42⋅5 cents:\nAND WHEREAS the said company has passed a\nspecial resolution declaring that it is in the interest\nof the company that it be converted to a public\ncompany with limited liability with the\nmemorandum and articles set forth in the\nSchedule:\nAND WHEREAS the Board of Directors of Alcoa\nof Australia Limited have resolved that the said\ncompany should be so converted:\n\nVictorian Legislation Parliamentary DocumentsAct No. 8114/1971\nAlcoa of Australia (W.A.) N.L. Act 1971\n2\nAND WHEREAS the said company cannot be so\nconverted without the authority of the Parliament:\nBE IT THEREFORE ENACTED by the Queen's Most\nExcellent Majesty by and with the advice and consent of the\nLegislative Council and the Legislative Assembly of Victoria\nin this present Parliament assembled and by the authority of\nthe same as follows (that is to say):\n1. Short title\nThis Act may be cited as the Alcoa of Australia\n(W.A.) N.L. Act 1971.\n2. Power to convert from no liability company to\nlimited liability company\n(1) On the lodging of a copy of this Act with the\nRegistrar of Companies and on payment of a fee\nof $100 the said company shall, subject to this\nsection, be converted to a public company with\nlimited liability under the name of Alcoa of\nAustralia (W.A.) Limited and the memorandum\nand articles set forth in the Schedule shall be the\nmemorandum and articles of the company in place\nof the existing memorandum and rules of the said\ncompany.\n(2) On the lodging of the copy of this Act the\nRegistrar shall—\n(a) register the copy;\n(b) make such endorsements in or alterations to\nhis registers as are necessary to record the\neffect of this Act with respect to the\nconversion; and\n(c) issue to the company a certificate of\nincorporation of the said company altered to\nmeet the circumstances of the case.\ns. 1\n\nVictorian Legislation Parliamentary DocumentsAct No. 8114/1971\nAlcoa of Australia (W.A.) N.L. Act 1971\n3\n(3) A person who holds a share in the said company\nshall be liable in respect of any calls on or in\nrespect of shares in the said company in the same\nmanner and to the same extent as if the said\ncompany had originally been created with limited\nliability and sub-section (3) of section 33 of the\nCompanies Act 1961 does not apply in relation to\nany shares in the said company.\n(4) On issuing the certificate of incorporation the\nRegistrar may by notice in writing served on the\nsaid company dispense with the lodging by the\nsaid company of any document which had been\nlodged with him on the occasion of or subsequent\nto the incorporation of the said company.\n(5) The conversion shall take effect on the issue of the\ncertificate of incorporation under sub-section (2).\n(6) A conversion of the said company pursuant to this\nsection shall not affect the identity of the said\ncompany or any rights or obligations of the said\ncompany or render defective any legal\nproceedings by or against the said company and\nany legal proceedings that could have been\ncontinued or commenced by or against it prior to\nsuch conversion may, notwithstanding the\nconversion, be continued or commenced by or\nagainst it after such conversion.\n* * * * *\n__________________\ns. 2\nS. 3\nrepealed by\nNo. 44/2001\ns. 3(Sch.\nitem 5).\n\nVictorian Legislation Parliamentary DocumentsAct No. 8114/1971\nAlcoa of Australia (W.A.) N.L. Act 1971\n4\nSCHEDULE\nMemorandum of Association\nof\nAlcoa of Australia (W.A.) Limited\nI. The name of the Company is Alcoa of Australia (W.A.) Limited.\nII. The objects for which the Company is established are—\n(1) To carry on all or any of the businesses of exploring for acquiring\ntreating and disposing of deposits of bauxite clay ores and minerals\nof any sort or description and any minerals recovered or recoverable\ntherefrom and reducing ores of aluminium and any or all other ores\nto their basic metals and manufacturing alloying and fabricating of\nthe metals so produced into articles of commerce.\n(2) To purchase take on lease or tribute or acquire by exchange licence\nhire or otherwise any mines lands mineral and other properties and\nhereditaments of any tenure for any estate term or interest therein\nand also grants concessions options leases claims licences rights or\nauthorities of and over mines lands mineral properties mining water\nand other rights in any part of the world and either absolutely\noptionally or conditionally and either solely or jointly with others.\n(3) To search and prospect for bauxite coal and any other mineral or\nmetal substance and precious stones and to open develop dredge\nwork and maintain mines and lands for the same and to carry on and\nconduct the business of raising crushing washing concentrating\nsmelting reducing refining calcining amalgamating and\nmetallurgically treating ores metals and minerals and to render the\nsame merchantable and fit for use.\n(4) To acquire by purchase exchange or otherwise and to win get quarry\ncrush smelt calcine refine dress amalgamate manipulate or otherwise\ntreat and prepare for market ores metals fluxes tailings concentrates\nslimes mineral substances and other produce of mines whether the\nproperty of the Company or not and whether in the Commonwealth\nof Australia or elsewhere and to carry on any other metallurgical\noperations which may seem capable of being usefully or profitably\ncarried on in connection with the other business of the Company and\nto sell exchange dispose of and deal in such ores metals fluxes\ntailings concentrates slimes mineral substances and other produce\neither in a manufactured state or otherwise and any materials or\nsubstances resulting from or to be obtained in the process of winning\ngetting quarrying crushing smelting calcining refining dressing\namalgamating manipulating or otherwise treating the same and\neither free from or in combination with other substances.\nSch.\n\nVictorian Legislation Parliamentary DocumentsAct No. 8114/1971\nAlcoa of Australia (W.A.) N.L. Act 1971\n5\n(5) To carry on business as manufacturers producers and merchants of\nall or any chemicals minerals ores metals or other natural or\nsynthetic substances whether organic or inorganic and the alloys\nproducts and by-products thereof.\n(6) To manufacture buy sell exchange hire alter or improve manipulate\nand prepare for market or otherwise deal in all kinds of plant\nmachinery apparatus tools utensils containers and substances\nmaterials and things.\n(7) To carry on all or any of the businesses of industrial chemists\nmanufacturers of metallic alloys metallic oxides and other metallic\nproducts of all kinds and to manufacture and detail in metal wire\ntubes sheets plates rods pipes seals and other metal goods machinery\ntools equipment and hardware of every description.\n(8) To carry on all or any of the businesses of suppliers of electricity\nelectrical engineers and contractors and to construct operate and\nmaintain power stations cables reticulation systems and all other\napparatus and equipment in any way connected with the generation\naccumulation distribution supply and employment of electricity.\n(9) To carry on the business of consulting civil mining electrical and\nmechanical engineers geologists metallurgists farmers graziers\nplanters miners mine-owners dredgers coal and iron masters quarry-\nowners brickmakers builders contractors merchants dealers in metals\nand mineral importers and exporters bankers shipowners\nwharfingers carriers warehousemen hotel-keepers store-keepers\npublishers printers investors promoters agents and general merchants\nto buy and sell and deal in choses in action of every description and\nin commodities substances and products of all kinds and to\nundertake and carry on and execute all kinds of mining financial\ncommercial trading and other operations.\n(10) With a view to turning to account any property or rights of the\nCompany or for the purpose of investigating the value of any\nproperty or rights of the Company or for the purpose of investigating\nthe value of any property or rights proposed to be acquired by the\nCompany to spend money on explorations investigations\nexperiments trials and inquiries and to obtain the opinions or reports\nof experts or others and to procure reports to be made and generally\nto obtain and pay the expenses of procuring any information whether\ngeneral or particular as regards properties and rights or the\nopportunities of establishing or carrying on business.\n(11) To acquire purchase rent charter lease construct carry out maintain\nimprove manage work control and superintend any roads ways\nstreets tramways railways bridges dams reservoirs watercourses\nviaducts aqueducts wharves harbours jetties piers manufactories\nwarehouses telegraph and telephone lines gas and electric works\nSch.\n\nVictorian Legislation Parliamentary DocumentsAct No. 8114/1971\nAlcoa of Australia (W.A.) N.L. Act 1971\n6\nvehicles aircraft ships steamers tugs barges furnaces crushing works\nsmelting works treatment works factories engines pumps and other\nplant machinery gear tools works materials and other conveniences\nwhich may directly or indirectly be required for or conducive to the\nexercise of any of the powers of the Company and to contribute to\nsubsidise or otherwise aid or take part in any such operations.\n(12) To carry on businesses of station owners graziers pastoralists\nfarmers agriculturists stock breeders and exhibitors sheep and cattle\nfarmers dairymen irrigationists producers and carriers on of all or\nany businesses or business usually carried on by land pastoral or\nagricultural companies in any of their branches.\n(13) To carry on the business of land development or of agricultural\nhorticultural or pastoral pursuits of any kind or of the marketing of\nlivestock of any kind or of the marketing of produce of any kind and\nof the development of facilities townships communications\nsettlements and industries in connection therewith.\n(14) To promote subsidise and aid chemical scientific technical and\nindustrial studies research investigation and invention.\n(15) To provide for the transport of the Company's goods materials and\nproducts by land sea and air.\n(16) To carry on all or any of the businesses of general merchants\nimporters exporters shippers traders carriers commission agents\nmanufacturers and manufacturers agents and any other business in\nany goods or class of goods whatsoever.\n(17) To undertake any transaction and carry on any business commonly\nundertaken or carried on by financiers bankers underwriters sub-\nunderwriters concessionaires contractors or capitalists and to\ntransact and carry on all kinds of guarantee agency commission and\nmercantile business.\n(18) To underwrite or sub-underwrite issues placements sales or other\ndispositions of or dealings in any shares stock debentures securities\nor obligations of or guaranteed by any other corporation or any\ngovernment public body or authority or any options or rights in\nrespect thereof.\n(19) To enter into and carry into effect with or without modification any\nagreement providing for the underwriting or sub-underwriting of any\nsuch issues placements sales dispositions or dealings.\n(20) To negotiate loans of any description to act as a house of issue and\nto carry on business as under-writers brokers commission agents or\nguarantors.\nSch.\n\nVictorian Legislation Parliamentary DocumentsAct No. 8114/1971\nAlcoa of Australia (W.A.) N.L. Act 1971\n7\n(21) To provide financial and commercial services of every description in\nrelation to the flotation financing and operation of companies and\ncorporations.\n(22) To assist in the establishment and conduct of mutual funds by\nproviding facilities for the realisation by investors of shares or units\nin mutual funds—and investment companies—and generally\nsupporting mutual funds by holding and dealing in their shares or\nunits or providing for such dealings and by protecting and stabilising\ntheir interests and the interests of their investors by any means and\nin any manner.\n(23) To carry on the business of and to act as managers of pension and\nsuperannuation funds unit and investment trusts and trusts or\ninvestments of every description.\n(24) To carry on any other business venture or undertaking whether\nsimilar to those above enumerated or not which the Company may\nconsider advisable or capable of being conveniently carried on in\nconnection with or in addition to the above or calculated directly or\nindirectly to enhance the value of the Company's property or rights.\n(25) To acquire hold sell and otherwise deal with shares stocks\ndebentures debenture stocks bonds units notes rights options\nobligations policies of insurance and securities (whether secured by\nany charge or not) issued or guaranteed by any corporation\nconstituted or carrying on business in the Commonwealth of\nAustralia or elsewhere and debentures debenture stock bills bonds\nobligations and securities issued or guaranteed by any government\nsovereign ruler commissioner public body or public authority\nwhether in the Commonwealth of Australia or elsewhere.\n(26) To acquire any such shares stocks debentures debenture stocks bills\nbonds notes rights options obligations or securities by original\nsubscription tender purchase exchange or otherwise and to subscribe\nfor the same either conditionally or otherwise and to exercise and\nenforce all rights and powers conferred by or incidental to the\nownership thereof.\n(27) To borrow or raise money in such manner and upon such terms as\nmay seem expedient and to issue debentures debenture stock bonds\nobligations and securities of all kinds and to frame constitute and\nsecure the same as may seem expedient with full power to make the\nsame transferrable by delivery or by instrument of transfer or\notherwise and either perpetual or terminable and either redeemable\nor otherwise and to charge or secure the same by Trust Deed or\notherwise on the whole or any part of the undertaking of the\nCompany or upon any specific property and rights present and future\nof the Company (including if thought fit uncalled or unpaid capital)\nor otherwise howsoever.\nSch.\n\nVictorian Legislation Parliamentary DocumentsAct No. 8114/1971\nAlcoa of Australia (W.A.) N.L. Act 1971\n8\n(28) To facilitate and encourage the creation issue or conversion of\ndebentures debenture stock bonds obligations shares stocks and\nsecurities and to act as Trustee in connection with any such\nsecurities and to take part in the conversion of business concerns and\nundertakings into companies.\n(29) To give any guarantee in relation to the payment of any debentures\ndebenture stock bonds obligations or securities and to guarantee the\npayment of interest thereon or of dividends on any stock or shares of\nany company and generally to give any guarantee for the payment of\nmoney or the performance of any obligation or undertaking and to\nsecure the same in any way by charge on the whole or any part of\nthe undertaking of the Company or upon any specific property or\nrights present and future of the Company (including if thought fit\nuncalled or unpaid capital) or otherwise howsoever.\n(30) To guarantee the accounts contracts or liabilities of any person or\nbody of persons whether corporate or unincorporated with or\nwithout security and to give any indemnity or undertaking and\ngenerally to transact all kinds of guarantee and indemnity business.\n(31) To purchase take on lease exchange or otherwise acquire improve\ndevelop exercise all rights in respect of lease mortgage sell dispose\nof turn to account place under option and otherwise deal with real or\npersonal property of any description or any easements or rights over\nor connected therewith and in particular pastoral and agricultural\nproperties stock wool and other produce general commodities goods\nwares and merchandise of all kinds and to advance and lend money\non any of the foregoing.\n(32) To acquire take over and undertake the whole or any part of the\nundertaking assets business good-will property rights liabilities\ncontracts and engagements of any person firm company government\nor public body carrying on any business which this Company is\nauthorised to carry on or possessed of property or rights suitable for\nany of the purposes of the Company.\n(33) To acquire by purchase hire lease or otherwise for cash or shares or\ndebentures or any other consideration and deal with—\n(i) The whole or any part of the business property and liabilities\nof any person or body of persons whether corporate or\nunincorporated.\n(ii) Lands buildings easements and other rights or interests in or\nover real or leasehold estates including mining rights and\ntenements of all kinds.\n(iii) Plant machinery goods and other personal estate and effects.\nSch.\n\nVictorian Legislation Parliamentary DocumentsAct No. 8114/1971\nAlcoa of Australia (W.A.) N.L. Act 1971\n9\n(iv) Patents patent rights or inventions copy-rights designs trade\nmarks secret processes technical information licences\nfranchises and other rights privileges and concessions.\n(34) To apply for purchase or otherwise acquire and to sell mortgage\ncharge lease grant licences in respect of or otherwise deal with or\ndispose of any patents patent rights and privileges improved or\nsecret processes inventions licences concessions and the like\nconferring any exclusive or non-exclusive or limited right to use any\nsecret or other information which may seem capable of being used\nfor any of the purposes of the Company or the acquisition of which\nmay seem calculated directly or indirectly to benefit the Company\nand to use exercise develop or to grant licences in respect of or\notherwise turn to account the property rights or information so\nacquired.\n(35) To enter into agreements with persons companies and corporations\nwhether in Australia or overseas for the supply of goods plant and\nmachinery technical and other information either by or to the\nCompany in any way which may appear to be of assistance in the\ngeneral conduct of the Company's affairs.\n(36) To pay for any rights property or privileges acquired by the\nCompany or any services rendered to the Company or satisfy any\ndebt liability or obligation of the Company either wholly or partly in\nfully or partly paid shares of the Company or stock debentures or\nother securities of the Company secured or charged upon all or any\npart of the property and assets of the Company or not so secured or\ncharged and to make payments or gifts by way of bonus or otherwise\nand either in money or in any other way from time to time deemed\nexpedient for information or advice given or for services of any kind\nrendered to the Company or in which the Company may be directly\nor indirectly interested and generally to make payments or agree to\npay any commission with or without consideration moving to the\nCompany if it is considered in the interests or directly or indirectly\nto the benefit of the Company to do so.\n(37) To receive money on deposit from any person firm or corporation\nfor such period or periods and upon such terms and conditions as the\nDirectors may think fit.\n(38) To give bonds and indemnities and to make draw accept endorse\nexecute discount issue and negotiate bills of exchange promissory\nnotes drafts bills or lading debentures and all or any negotiable or\ntransferable instruments.\n(39) To pay any commission or brokerage for the purpose of securing the\nsubscription of any part of the share or loan capital of the Company\nor any company promoted by the Company or in which the\nCompany is or intends to be interested and generally to remunerate\nSch.\n\nVictorian Legislation Parliamentary DocumentsAct No. 8114/1971\nAlcoa of Australia (W.A.) N.L. Act 1971\n10\nany person or company (whether in a fiduciary position towards the\nCompany or not) for underwriting such capital or for services\nrendered or to be rendered in placing or assisting to place or\nguaranteeing the placing of any of the shares in the Company's\ncapital or other securities of the Company or in otherwise benefiting\nthe Company and to underwrite or otherwise guarantee the\nsubscription for or placing of shares debentures or securities of any\nother company.\n(40) To adopt such means of making known any business or products of\nthe Company or of any of its subsidiary companies as may seem to\nthe Directors expedient.\n(41) To sell lease charter place under option exchange convert into\nmoney dispose of or otherwise deal with absolutely or conditionally\nthe whole or any part of the undertaking property land assets effects\nrights privileges and concessions of the Company for such\nconsideration as the Company may think proper and in particular for\nfully or partly paid shares in or debentures or securities of any other\ncompany.\n(42) To enter into contracts with any government public body company\nor person as may seem expedient and to make and carry into effect\nor determine arrangements with manufacturers railway and shipping\ncompanies proprietors or charterers of shipping carriers proprietors\nof steam electrical or other mechanical power and other persons or\ncompanies or with any government or authority municipal local or\notherwise and to obtain any rights privileges and concessions which\nmay seem desirable.\n(43) To advance or lend money whether with or without security and to\ncarry on assist subsidise finance contribute to or take part in any\nbusiness undertaking venture or enterprise which may seem to the\nCompany capable of being conveniently carried on in connection\nwith the Company or calculated directly or indirectly to enhance the\nvalue of or render profitable any of the Company's property or\nrights.\n(44) To obtain any Act of Parliament Provisional Order or other\nnecessary authority for enabling the Company to carry any of its\nobjects into effect or for effecting any modification in the\nCompany's constitution or for improving the title or tenure of the\nCompany's property or for any other purpose which may seem\nexpedient and to oppose any proceedings or applications which may\nseem calculated directly or indirectly to prejudice the Company's\ninterests.\nSch.\n\nVictorian Legislation Parliamentary DocumentsAct No. 8114/1971\nAlcoa of Australia (W.A.) N.L. Act 1971\n11\n(45) To apply to any Court Magistrate or person in authority for any\nlicence right or privilege to conduct or carry out any object of the\nCompany and to hold any such licence right or privilege either in the\nname of the Company or through any trust director manager or other\nperson acting for and on behalf of the Company.\n(46) To take part in the management supervision or control of the whole\nor any part of the business or operations of any person firm or\ncorporation and for that purpose to appoint and remunerate and\nindemnify any directors accountants solicitors and other experts or\nagents.\n(47) To amalgamate the business of the Company wholly or in part with\nthat of any other company firm or person to enter into partnership or\ninto any arrangement for sharing of profits union of interests co-\noperation joint adventure reciprocal concessions or otherwise with\nany government public body person or company in such manner and\non such terms as may be deemed advisable.\n(48) To promote form subsidise and establish any company or companies\ncorporation or corporations for the purpose of acquiring all or any of\nthe property rights and liabilities of this Company or for any other\npurposes which may seem directly or indirectly calculated to benefit\nthis Company.\n(49) To establish and form or assist in establishing and forming to\nsupport aid and join any association union or body calculated in any\nway to benefit the Company and to subscribe to the same such\nmoney as the Company may think expedient and to agree to be\nbound by the decision and actions of and to do or join in doing all\nsuch acts and things as may be decided upon by the governing\nauthorities of any such association union or body in accordance with\nthe Rules or Articles thereof.\n(50) To give donations subsidies or contributions to any association\nunion or body whether industrial social political patriotic or\notherwise and to establish and support or aid in the establishment\nand support of associations institutions funds or trusts calculated to\nbenefit directors officers employees or ex-employees of the\nCompany or of any of its subsidiaries or the dependants or\nconnections of such persons and to grant pensions and allowances\nand to make payments towards insurance and to donate subscribe or\nguarantee money for charitable or benevolent objects or for the\nalleviation of distress or for any exhibition or for any public general\nor useful object.\n(51) To distribute any assets of the Company among the members in\nspecie whether by way of dividends bonus or return of capital or\notherwise subject however to such sanction or confirmation (if any)\nas is required by law.\nSch.\n\nVictorian Legislation Parliamentary DocumentsAct No. 8114/1971\nAlcoa of Australia (W.A.) N.L. Act 1971\n12\n(52) To invest any moneys of the Company in such investments or\nsecurities or in such other manner as the Company may think\nexpedient.\n(53) To perform or do all or any of the following operations acts or\nthings—\n(i) To sell let dispose of or grant rights over or otherwise deal\nwith all or any property of the Company for cash or upon\nterms or for shares debentures or otherwise and upon any\nterms and conditions thought desirable.\n(ii) To erect buildings factories plant and machinery and other\nworks for the purposes of the Company.\n(iii) To subdivide land make and maintain bridges culverts drains\nand other works and make open and dedicate roads.\n(iv) To make experiments and conduct research in connection\nwith any business of the Company or any business in which\nthe Company is in any way interested and to protect any\ninventions by letters patent or otherwise.\n(v) To grant licences to use patents copy-rights designs or secret\nprocesses of the Company.\n(vi) To manufacture import or export plant machinery tools\nappliances accessories goods and things for use or sale or for\nany other purpose of the Company.\n(vii) To provide and carry on any service and to do anything\nnecessary or convenient in relation to any such service.\n(viii) To enter into arrangements for joint working in business for\nsharing profits or for amalgamation with any person or body\nof persons whether corporate or unincorporated.\n(ix) To act as agent or trustee for any person or body of persons\nwhether corporate or unincorporated.\n(x) To promote companies for any purpose whatsoever.\n(xi) To grant easements licences and other rights and privileges\nwith or without consideration.\n(xii) To sell the undertaking and all or any of the assets rights\ngoodwill and property of the Company for cash or for stock\nshares or securities of any other company or for any other\nconsideration.\n(xiii) To obtain support or oppose any Act or Acts of Parliament or\nother statutory enactment rule order instrument licence\nprivilege exemption or authority as may seem to the Directors\nto be expedient in the interests of the Company.\nSch.\n\nVictorian Legislation Parliamentary DocumentsAct No. 8114/1971\nAlcoa of Australia (W.A.) N.L. Act 1971\n13\n(xiv) To appoint attorneys for and on behalf of the Company and to\nexecute the necessary powers to the said attorneys to act for\nand in the name and on behalf of the Company and to revoke\nall or any of such powers and appointments as shall be\ndeemed expedient or advisable.\n(54) To establish and cause to be kept Branch Registers of shareholders\nand to open establish and carry on branches and agencies in any part\nof the world and to regulate and discontinue the same and to procure\nthe Company to be legalised domiciled registered or recognized in\nany other State country or place.\n(55) To do all or any of the above things in any part of the world and as\nprincipals agents contractors factors trustees or otherwise and by or\nthrough trustees agents or otherwise and either alone or in\nconjunction with others and to appoint attorneys or agents in any\npart of the world.\n(56) To do all such other acts and things as the Company may consider\nincidental or conducive to the attainment of the above objects or any\nof them.\nAND it is hereby declared that the intention is that the Company shall have\npower to do any of the matters herein mentioned (whether in one or more\nparagraphs) apart from or in addition to any other of the said matters and\nnone of the general or other descriptions given in this Clause shall be limited\nor restrained by reference to the name of the Company or by reference to\nmatters of the same or some similar kind to those of the Company or by\nreference to matters of the same or some similar kind to those elsewhere in\nthis Clause mentioned or referred to or be otherwise limited or restrained by\nany other part of this Clause not containing an express limitation or restraint\nnor by any inference to be drawn from such other part and so that the objects\nspecified in this Memorandum may be carried out and acted upon in as full\nand ample a manner and construed in as wide a manner as if each of the\nparagraphs hereof defined the objects of a separate and independent\nCompany.\nAND FURTHER the word \"Company\" in this Memorandum when not\napplied to this Company shall be deemed to include any partnership or other\nbody of persons whether incorporated or not incorporated and whether\ndomiciled in Victoria or elsewhere and whether now existing or hereafter to\nbe formed.\nIII. The liability of the members is limited.\nIV. The capital of the Company is $10 000 000 divided into 5 000 000\nshares of $2 each with power to increase the same and to issue any\nshares in the original capital or any new capital with any preferential\nspecial deferred or qualified rights privileges or conditions attached to\nthem.\nSch.\n\nVictorian Legislation Parliamentary DocumentsAct No. 8114/1971\nAlcoa of Australia (W.A.) N.L. Act 1971\n14\nARTICLES OF ASSOCIATION\nOF\nALCOA OF AUSTRALIA (W.A.) LIMITED\nPRELIMINARY\n1. The Regulations contained in Table \"A\" in the Fourth Schedule of the\nCompanies Act 1961 shall not apply to the Company.\n2. (1) In these Articles unless there be something in the subject or\ncontext inconsistent therewith—\n\"The Act\" shall mean the Companies Act 1961 and any\nreference to the Act or any Section thereof shall be read as\nthough the words \"or any statutory modification thereof or\nany statutory provision substituted therefor\" were added to\nsuch reference.\n\"These Articles\" shall mean these Articles of Association as\namended from time to time.\n\"Cable\" shall include radiogram or other like means of\ntransmission.\n\"Dividend\" shall include bonus.\n\"Holding Company\" shall mean a company which is a holding\ncompany within the meaning of Section 6 of the Act.\n\"In writing\" shall mean written printed or typed or partly\nwritten and partly printed or typed and shall include\nlithography and any other substitute for writing.\n\"Month\" shall mean calendar month.\n\"The Office\" shall mean the registered office for the time being\nof the Company.\n\"The Register\" shall mean the Register of Members to be kept\npursuant to Section 151 of the Act.\n\"Share\" shall include stock except where a distinction between\nstock and shares is expressed or implied.\n\"Special Resolution\" shall have the meaning assigned thereto\nby Section 144 of the Act.\n\"Subsidiary\" shall mean a company which is a subsidiary\nwithin the meaning of Section 6 of the Act.\n(2) Words which are given a special meaning by the Act shall have\nthe same meaning in these Articles.\nSch.\n\nVictorian Legislation Parliamentary DocumentsAct No. 8114/1971\nAlcoa of Australia (W.A.) N.L. Act 1971\n15\nWords importing the singular number only shall include the plural number\nand vice versa.\nWords denoting one gender only shall include the other genders.\nWords importing persons shall include corporations.\nSHARES\n3. Subject to the provisions of these Articles and to Section 17, 59 and\n68 of the Act all shares shall be under the control of the Directors who\nmay issue allot place under option or otherwise dispose of the same to\nsuch persons for such consideration on such terms and conditions and\nat par or at a premium or at a discount and at such times and generally\nin such manner as they think fit.\n4. Without prejudice to any special rights previously conferred on the\nholders of existing shares (and subject to Section 66 of the Act) any\nshare may be issued with such preferred deferred or other special\nrights or such restrictions whether in regard to dividend voting return\nof capital or otherwise as the Directors may from time to time\ndetermine and any preference shares may (subject to Section 61 of the\nAct) be issued on the terms that they are or at the option of the\nCompany are liable to be redeemed.\n5. So long as the capital of the Company is divided into different classes\nof shares all or any of the rights and privileges attached to any class\nmay (subject to Section 65 of the Act) be modified commuted affected\nabrogated dealt with or varied in any way with the consent of the\nholders of a majority of the issued shares of the class affected.\n6. Except as permitted by Section 67 of the Act the Company shall not\ngive any financial assistance for the purpose of or in connection with\nany purchase of or subscription for shares in the Company or in its\nHolding Company or in any way purchase deal in or lend money on\nits own shares.\n7. The Directors may in their discretion accept a surrender of shares by\nway of compromise of any question as to whether or not the same\nhave been validly issued or in any other case where a surrender is\nwithin the powers of the Company. Any shares so surrendered may be\nsold or re-issued in the same manner as forfeited shares.\n8. The Company may make arrangements on the issue of shares for a\ndifference between the holders of such shares as to the amount of calls\nto be paid and the time of payment of such calls.\n9. If by the conditions of allotment of any share the whole or part of the\namount or issue price thereof shall be payable by instalments every\nsuch instalment shall when due be paid to the Company by the holder\nof the share.\nSch.\n\nVictorian Legislation Parliamentary DocumentsAct No. 8114/1971\nAlcoa of Australia (W.A.) N.L. Act 1971\n16\n10. If two or more persons are registered as joint holders of any share the\nperson first named on the Register in respect of such share shall as\nregard receipt of dividends service of notices and all or any other\nmatters connected with the Company (except the transfer of shares the\nright to vote delivery of certificates and liability for calls and\ninstalments) be deemed the sole owner thereof and shall be entitled to\ngive effectual receipts for any dividend payable in respect of such\nshare.\n11. Subject to Section 156 of the Act joint holders of a share shall be\nseverally as well as jointly liable for the payment of all instalments\nand calls due in respect of such share.\n12. Save as provided by Section 156 of the Act or as herein otherwise\nprovided the Company shall be entitled to treat the registered holder\nof any share as the absolute owner thereof and accordingly shall not\nexcept as ordered by a Court of competent jurisdiction or as by statute\nrequired be bound to recognize any equitable or other claim to or\ninterest in such share on the part of any other person.\n13. Any registered holder of shares who holds the same as trustee for or\notherwise on behalf of or on account of a corporation shall give to the\nSecretary of the Company notice in writing that he so holds the shares\nin accordance with Section 156(5) of the Act.\n14. Subject to Section 58 of the Act the Company may at any time pay a\ncommission to any person for subscribing or agreeing to subscribe\n(whether absolutely or conditionally) for any shares or debentures of\nthe Company or procuring or agreeing to procure subscriptions\n(whether absolute or conditional) for any shares of debentures of the\nCompany.\nCERTIFICATES\n15. The certificates of title to shares shall be under the Common Seal of\nthe Company (or if the Company has a Share Seal as provided in\nArticle 101(b) hereof under that Seal) and subject to Section 92 of the\nAct shall be in such form as the Directors may from time to time\ndetermine. Every member shall be entitled to one certificate for the\nshares registered in his name or to several certificates each for a part\nof such shares. The certificate of shares shall be delivered in\naccordance with Section 99 of the Act and a certificate registered in\nthe names of two or more persons may be delivered to any one of such\npersons.\n16. If any certificate be worn out or defaced then upon production and\ndelivery thereof to the Company the Directors may order the same to\nbe cancelled and may issue a new certificate in lieu thereof and if any\ncertificate be lost or destroyed then upon application to the Company\nSch.\n\nVictorian Legislation Parliamentary DocumentsAct No. 8114/1971\nAlcoa of Australia (W.A.) N.L. Act 1971\n17\nby the owner thereof in accordance with the provisions of Section 94\nof the Act the Directors shall issue a duplicate certificate in lieu\nthereof.\nCALLS\n17. The Directors may from time to time (subject to the terms upon which\nany shares have been or may be issued) make such calls as they think\nfit upon the members in respect of all moneys unpaid on the shares\nheld by them respectively and may make different calls on different\nclasses of shares and each member shall pay the amount of every call\nso made on him to the persons and at the times and places appointed\nby the Directors. A call may be made payable by instalments.\n18. Not less than fourteen days' notice of any call shall be given\nspecifying the time and place of payment and to whom such call shall\nbe paid.\n19. If any sums payable in respect of any shares either for allotment\nmoney instalments calls or otherwise howsoever be not paid on or\nbefore the day appointed for payment thereof the holder for the time\nbeing of the share in respect of which the same shall be due may be\nrequired to pay interest for the same at the rate of Eight per centum\nper annum from the day appointed for the payment thereof to the time\nof the actual payment or at such lower rates as the Directors may\ndetermine.\n20. The Directors may if they think fit receive from any member willing\nto advance the same all or any part of the money due upon the shares\nheld by him beyond the sums actually called for either as a loan\nrepayable or as a payment in advance of calls and upon the moneys so\npaid in advance or so much thereof as from time to time exceeds the\namount of the calls then made upon the shares in respect of which\nsuch advance has been made the Company may pay interest at such\nrate as is agreed upon between the member paying such sum in\nadvance and the Directors, or the Directors may agree with such\nmember that the member may participate in profits upon the amount\nso paid in advance.\nFORFEITURE AND LIEN\n21. If any member fails to pay any sum payable on or in respect of any\nshares either for allotment money instalments or calls on or before the\nday appointed for the payment of the same the Directors may at any\ntime thereafter during such time as the same remains unpaid serve a\nnotice on such member requiring him to pay the same together with\nany interest that may have accrued and all expenses that may have\nbeen incurred by the Company by reason of such non-payment.\nSch.\n\nVictorian Legislation Parliamentary DocumentsAct No. 8114/1971\nAlcoa of Australia (W.A.) N.L. Act 1971\n18\n22. The notice shall name a day (not being less than fourteen days from\nthe date of the notice) on or before which such sum and such interest\nand expenses (if any) as aforesaid are to be paid and the place or\nplaces where payment is to be made. The notice shall also state that in\nthe event of non-payment at or before the time and at the place\nappointed the shares in respect of which such sum is payable will be\nliable to be forfeited.\n23. If the requisitions of any such notice as aforesaid are not complied\nwith any shares in respect of which such notice has been given may at\nany time thereafter before payment of all allotment money calls or\ninstalments interest and expenses (if any) due in respect thereof be\nforfeited by a resolution of the Directors to that effect. Such forfeiture\nshall include all dividends interest and other moneys payable in\nrespect of the forfeited shares and not actually paid before the\nforfeiture.\n24. Any share so forfeited shall be deemed to be the property of the\nCompany and the Directors may sell re-allot or otherwise dispose of\nthe same in such manner as they think fit and in case of re-allotment\nwith or without any money paid thereon by any former holder thereof\nbeing credited as paid up.\n25. The Directors may at any time before any share so forfeited shall have\nbeen sold re-allotted or otherwise disposed of annul the forfeiture\nthereof upon such conditions as they think fit.\n26. Any member whose shares have been forfeited shall notwithstanding\nsuch forfeiture be liable to pay and shall forthwith pay to the\nCompany all sums of money interest and expenses owing upon or in\nrespect of such shares at the time of the forfeiture together with\ninterest thereon from the time of forfeiture until payment at Eight per\ncentum per annum and the Directors may enforce the payment thereof\nif they think fit.\n27. The Company shall have a first and paramount lien or charge upon all\nthe shares registered in the name of each member (whether solely or\njointly with others) for all moneys payable to the Company in respect\nthereof whether the time for the payment thereof shall have actually\narrived or not. Any such lien or charge shall extend to all dividends\nfrom time to time declared in respect of such shares and for the\npurpose of enforcing such lien or charge the Directors may sell the\nshares subject thereto in such manner as they think fit but no sale shall\nbe made until such time as aforesaid shall have arrived.\n28. In the case of a sale or a re-allotment of forfeited shares or of a sale of\nshares to enforce a lien or charge a certificate in writing under the Seal\nof the Company that the shares have been duly forfeited re-allotted or\nsold in accordance with the regulations of the Company shall be\nsufficient evidence of that fact as against all persons entitled to such\nSch.\n\nVictorian Legislation Parliamentary DocumentsAct No. 8114/1971\nAlcoa of Australia (W.A.) N.L. Act 1971\n19\nshares immediately before the forfeiture or sale thereof and such\ncertificate and the receipt of the Company for the price of such shares\nshall constitute a good title to the same and the purchaser shall be\nregistered as the holder thereof discharged from all calls or other\nmoney due in respect thereof prior to such purchase or allotment and\nhe shall not be bound to see to the regularity of the proceedings or to\nthe application of the purchase money or consideration nor shall his\ntitle to the shares be affected by any irregularity in the sale forfeiture\nor re-allotment. The holder of the certificates of any shares so sold\nshall be bound to deliver the same to the Directors.\n29. In the case of a sale to enforce a lien or charge the net proceeds of any\nsuch sale shall be applied in or towards satisfaction of the moneys due\nto the Company and the residue (if any) paid to the previous holder his\nexecutors administrators or assigns.\n30. Whenever any law for the time being of any country State or place\nimposes or purports to impose any immediate or future or possible\nliability upon the Company to make any payment or empowers any\ngovernment or taxing authority or Government Official to require the\nCompany to make any payment in respect of any shares registered in\nthe name of any member (whether solely or jointly with others) or in\nrespect of any dividends bonuses or other moneys paid or due or\npayable or which may become due or payable to such member by the\nCompany on or in respect of any shares registered as aforesaid or for\nor on account or in respect of any member and whether in\nconsequence of—\n(a) the death of such member;\n(b) the non-payment of any income tax or other tax by such member;\n(c) the non-payment of any estate probate succession death stamp or\nother duty by the executor or administrator of such member or by\nor out of his estate;\n(d) any other act or thing;\nthe Company in such case—\n(i) shall be fully indemnified by such member or his executor or\nadministrator from all liability;\n(ii) shall have a lien upon the shares registered in the name of such\nmember as aforesaid for all moneys paid by the Company in\nrespect of such shares under or in consequence of any such law;\n(iii) shall have a lien upon all dividends bonuses and other moneys\npayable in respect of the shares registered in the name of such\nmember as aforesaid all moneys paid or payable by the Company\nin respect of such shares or in respect of any dividend bonus or\nother money as aforesaid thereon or for or on account or in\nSch.\n\nVictorian Legislation Parliamentary DocumentsAct No. 8114/1971\nAlcoa of Australia (W.A.) N.L. Act 1971\n20\nrespect of such member under or in consequence of any such law\ntogether with interest at the rate of Eight per centum per annum\nthereon from the date of payment to date of repayment and may\ndeduct or set off against any such dividend bonus or other\nmoneys payable as aforesaid any moneys paid or payable by the\nCompany as aforesaid together with interest as aforesaid;\n(iv) may recover as a debt due from such member or his executor or\nadministrator wherever constituted any moneys paid by the\nCompany under or in consequence of such law and interest\nthereon at the rate and for the period aforesaid;\n(v) may if any such money is paid or payable by the Company under\nany such law as aforesaid refuse to register a transfer of any\nshares by any such member or his executor or administrator until\nsuch money and interest as aforesaid has been set off or deducted\nas aforesaid or has been otherwise paid to the Company.\nNothing herein contained shall prejudice or affect any right or remedy which\nany such law may confer or purport to confer on the Company and as\nbetween the Company and every such member as aforesaid his executor\nadministrator and estate wheresoever constituted or situate any right or\nremedy which such law shall confer or purport to confer on the Company\nshall be enforceable by the Company.\nTRANSFER AND TRANSMISSION OF SHARES\n31. The instrument of transfer of any share shall be signed both by the\ntransferor and transferee and the transferor shall be deemed to remain\nthe holder of such shares until the name of the transferee is entered in\nthe Register in respect thereof.\n32. The instrument of transfer of any share shall be in writing and shall be\nin such form as the Directors may from time to time prescribe or\naccept.\n33. The Directors may refuse to register any transfer of shares without\nassigning any reason therefor and their decision shall be absolute. If\nthe Directors refuse to register any transfer the Company shall within\ntwo months of the date upon which the transfer was lodged with it\nsend to the transferee notice of the refusal.\n34. Every instrument of transfer shall be left at the office for registration\naccompanied by the certificate of the shares to be transferred and such\nother evidence if any as the Directors may require to prove the title of\nthe transferor or his right to transfer the shares and Section 98 of the\nAct shall apply thereto. The Directors may waive the production of\nany certificate upon evidence satisfactory to them of its loss or\ndestruction.\nSch.\n\nVictorian Legislation Parliamentary DocumentsAct No. 8114/1971\nAlcoa of Australia (W.A.) N.L. Act 1971\n21\n35. No transfer of shares in the Company shall be made to a subsidiary of\nthe Company.\n36. The executors or administrators of a deceased member (not being one\nof several joint holders) shall be the only persons recognized by the\nCompany as having any title to the shares registered in the name of\nsuch member and Section 95 of the Act shall apply thereto. In case of\nthe death of any one or more of the joint holders of any registered\nshares the survivor or survivors shall be the only person or persons\nrecognized by the Company as having any title to or interest in such\nshares.\nALTERATIONS IN CAPITAL\n37. (1) The Company in General Meeting may from time to time—\n(a) consolidate and divide all or any of its share capital into\nshares of larger amount than its existing shares;\n(b) convert all or any of its paid-up shares into stock and re-\nconvert that stock into paid-up shares of any denomination;\n(c) subdivide its shares or any of them into shares of smaller\namount than is fixed by its Memorandum of Association\nprovided that in any such subdivision the proportion\nbetween the amount paid and the amount (if any) unpaid on\neach reduced share shall be the same as it was in the case of\nthe share from which the reduced share was derived;\n(d) cancel shares which have not been taken or agreed to be\ntaken by any person or which have been forfeited and\ndiminish the amount of its share capital by the amount of\nthe shares so cancelled.\n(2) When any shares have been converted into stock—\n(a) the several holders of such stock may thenceforth transfer\ntheir respective interests therein or any part of such interests\nin the same manner and subject to the same regulations as\nand subject to which fully paid up shares in the Company's\ncapital may be transferred or as near thereto as\ncircumstances will admit. But the Directors may from time\nto time if they think fit fix the minimum amount of stock\ntransferable and direct that fractions of a dollar (or lesser\namount) shall not be dealt with but with power nevertheless\nat their discretion to waive such rules in any particular case;\n(b) such stock shall confer on the holders thereof respectively\nthe same privileges and advantages as regards participation\nin the profits and voting at meetings of the Company and\nfor other purposes as would have been conferred by shares\nSch.\n\nVictorian Legislation Parliamentary DocumentsAct No. 8114/1971\nAlcoa of Australia (W.A.) N.L. Act 1971\n22\nin the capital of the Company of equal amount and of the\nsame class as the shares from which such stock was\nconverted but so that none of such privileges or advantages\nexcept the participation in profits of the Company or in the\nassets of the Company on a winding up shall be conferred\nby any such aliquot part of stock as would not if existing in\nshares have conferred such privileges or advantages. No\nsuch conversion shall affect or prejudice any preference or\nother special privilege attached to the shares so converted.\nSave as aforesaid all the provisions herein contained shall\nso far as circumstances will admit apply to stock as well as\nto shares.\n(3) The resolution whereby any share is subdivided may determine\nthat as between the holders of the shares resulting from such\nsubdivision one or more of such shares shall have some\npreference or special advantage as regards dividend capital\nvoting or otherwise as compared with the other or others.\n38. The Company may from time to time increase the capital by the\ncreation of new shares of such amount as may be deemed expedient\nand all the provisions of these Articles shall apply to the shares in the\nnew capital in the same manner in all respects as to the shares in the\noriginal capital of the Company.\n39. The Company may from time to time by special resolution and subject\nto Section 64 of the Act reduce its capital in any way.\nGENERAL MEETINGS\n40. A General Meeting of the Company shall be held once in every\ncalendar year succeeding the year of incorporation at such time (not\nbeing more than fifteen months after the holding of the last preceding\nGeneral Meeting or in the case of the first such Meeting eighteen\nmonths after the incorporation of the Company) and at such place as\nmay be determined by the Directors.\n41. The above-mentioned General Meetings shall be called Annual\nGeneral Meetings and all other General Meetings shall be called\nExtraordinary General Meetings.\n42. The Directors may whenever they think fit and shall when required\nunder Section 137 of the Act convene an Extraordinary General\nMeeting of the Company and Section 138(1) of the Act shall not\napply.\n43. Subject as hereinafter provided when it is proposed to pass a special\nresolution twenty-one clear days' notice and in any other case seven\nclear days' notice specifying the place day and hour of meeting and in\ncase of special business the general nature of such business shall\nSch.\n\nVictorian Legislation Parliamentary DocumentsAct No. 8114/1971\nAlcoa of Australia (W.A.) N.L. Act 1971\n23\nsubject as hereinafter in this Article provided be given by notice sent\nby post or otherwise served as hereinafter provided PROVIDED\nTHAT when it is so agreed in the case of an Annual General Meeting\nby all the members entitled to attend and vote thereat and in any other\ncase by a majority in number of the members having the right to\nattend and vote at any such meeting and holding together not less than\nninety-five per centum in nominal value of the shares giving that right\nany resolution may be proposed and passed at a meeting of which less\nthan the foregoing notice has been given.\n44. The accidental omission to give any such notice to or the non-receipt\nof any such notice by any of the members shall not invalidate any\nresolution passed at any such Meeting.\nPROCEEDINGS AT GENERAL MEETINGS\n45. The ordinary business of an Annual General Meeting shall be to\ntransact any business which under the Act or these Articles must be\ntransacted at an Annual General Meeting. All other business\ntransacted at an Annual General Meeting and all business transacted at\nan Extraordinary General Meeting shall be deemed special.\n46. The quorum for a General Meeting shall be two members present in\nperson or by proxy attorney or representative and entitled to vote and\nholding or representing in the aggregate not less than fifty per centum\nof the issued shares of the Company conferring the right to vote at\nsuch Meeting.\n47. The Chairman of Directors shall be entitled to take the Chair at every\nGeneral Meeting or if there be no Chairman or if at any Meeting he\nshall not be present at the time appointed for holding the Meeting the\nmembers present shall choose another Director as Chairman and if\nnone of the Directors be present or if all the Directors decline to take\nthe Chair then the members present shall choose one of their number\nto be Chairman.\n48. If within fifteen minutes after the time appointed for the Meeting a\nquorum is not present the Meeting if convened upon a requisition shall\nbe dissolved but in any other case it shall stand adjourned to the same\nday in the next week at the same time and place and Section 147 of\nthe Act shall apply. If at such adjourned Meeting a quorum is not\npresent the Meeting shall be dissolved.\n49. Every question submitted to a Meeting shall be decided in the first\ninstance by a show of hands and in the case of an equality of votes the\nChairman shall both on a show of hands and on a poll have a second\nor casting vote.\nSch.\n\nVictorian Legislation Parliamentary DocumentsAct No. 8114/1971\nAlcoa of Australia (W.A.) N.L. Act 1971\n24\n50. At any Meeting unless a poll is demanded by the Chairman or by\nsome member or his proxy attorney or representative a declaration by\nthe Chairman that any resolution has been carried or carried by a\nparticular majority or lost or not carried by a particular majority and\nan entry to that effect in the book of proceedings of the Company shall\nbe conclusive evidence of the fact without proof of the number or\nproportion of the votes recorded in favour of or against such\nresolution.\n51. If a poll is demanded as aforesaid it shall be taken in such manner and\nat such time and place as the Chairman of the Meeting directs and\neither at once or after an interval or adjournment or otherwise and the\nresult of the poll shall be deemed to be the resolution of the Meeting at\nwhich the poll was demanded. The demand for a poll may be\nwithdrawn. Section 140(2) of the Act shall apply to votes on a poll.\n52. No poll shall be demanded on the election of a Chairman of a Meeting\nand a poll demanded on any question of adjournment shall be taken at\nthe Meeting and without adjournment.\n53. The demand of a poll shall not prevent the continuance of a Meeting\nfor the transaction of any business other than the question on which a\npoll has been demanded.\n54. The Chairman of a General Meeting may with the consent of the\nMeeting adjourn the same from time to time and place to place but no\nbusiness shall be transacted at any adjourned Meeting other than the\nbusiness left unfinished at the Meeting from which the adjournment\ntook place and Section 147 of the Act shall apply.\n55. Minutes of all proceedings of General Meetings shall be kept in\naccordance with Section 148 of the Act.\nVOTES OF MEMBERS\n56. Subject to any special terms as to voting upon which any shares may\nbe issued or may for the time being be held on a show of hands every\nmember present in person or if a corporation by representative shall\nhave one vote and upon a poll every member present in person by\nrepresentative or by proxy or attorney shall have one vote for every\nshare held by him.\n57. If there be joint holders of any shares one only of such holders shall be\nentitled to vote in respect of such shares and in case more than one of\nsuch joint holders be present at a meeting personally or by proxy\nattorney or representative the vote of the senior who tenders a vote\nwhether in person or by proxy attorney or representative shall be\naccepted to the exclusion of the votes of the other joint holders and for\nthis purpose seniority shall be determined by the order in which the\nnames stand in the Register. Several executors or administrators of a\nSch.\n\nVictorian Legislation Parliamentary DocumentsAct No. 8114/1971\nAlcoa of Australia (W.A.) N.L. Act 1971\n25\ndeceased member in whose name any shares stand shall for the\npurposes of this Article be deemed joint holders thereof.\n58. Votes may be given either personally or by proxy or attorney or in the\ncase of a corporation by a representative duly authorized as hereinafter\nmentioned.\n59. Any corporation being a member and entitled to vote may exercise the\nright conferred by Section 140(3) of the Act and authorize any person\nto act as its representative at any or all General Meetings of the\nCompany and such representative shall be entitled to exercise at such\nmeeting or meetings the same powers in respect of the shares held by\nsuch corporation as if he were the registered holder thereof and\nSection 140(4) of the Act shall apply.\n60. A proxy may be appointed by instrument in writing under the hand of\nthe appointor or his attorney or if such appointor is a corporation\nunder its Common Seal or the hand of its attorney but appointment by\nletter telegram or cable to the satisfaction of the Directors shall be\nsufficient.\n61. The instrument letter telegram or cable appointing a proxy and the\npower of attorney (if any) under which it is signed or proof thereof to\nthe satisfaction of the Directors shall be deposited at the office before\nthe time for holding the meeting or adjourned meeting at which the\nproxy proposes to vote.\n62. The instrument letter telegram or cable appointing a proxy shall be\ndeemed to confer authority to demand or join in demanding a poll and\nSection 139(2) of the Act shall apply.\n63. A vote given in accordance with the terms of any instrument letter\ntelegram or cable appointing a proxy or representative or of any power\nof attorney shall be valid notwithstanding the previous death of the\nprincipal or revocation of the proxy authority or power of attorney or\ntransfer of the shares in respect of which the vote is given provided no\nintimation in writing of the death revocation or transfer shall have\nbeen received at the office before the meeting.\n64. Any member may by power of attorney duly executed in the presence\nof one witness at least appoint an attorney to act on his behalf at all\nmeetings of the Company and such power of attorney or proof thereof\nto the satisfaction of the Directors shall before the attorney shall be\nentitled to act thereunder be produced for inspection at the office\ntogether with such evidence of the due execution thereof as the\nDirectors may require and such attorney may be authorized to appoint\na proxy for the member granting the power of attorney.\n65. No member shall be entitled to be present or vote either personally or\notherwise at any General Meeting unless all calls presently payable by\nhim in respect of his shares in the Company have been paid.\nSch.\n\nVictorian Legislation Parliamentary DocumentsAct No. 8114/1971\nAlcoa of Australia (W.A.) N.L. Act 1971\n26\nDIRECTORS\n66. Until otherwise determined by the Company in General Meeting the\nnumber of Directors shall not be less than three nor more than five.\n67. The Directors or the Company in General Meeting by resolution or\nany member or members holding a majority of the issued shares of the\nCompany by writing delivered to the Company may at any time and\nfrom time to time appoint any person to be Director of the Company\neither to fill a casual vacancy or as an addition to the Board but so that\nthe total number of Directors shall not at any time exceed the\nmaximum number for the time being fixed.\n68. No qualification in shares shall be required by a Director for acting\nas such.\n69. The Directors shall subject to Section 128 of the Act be entitled to be\npaid out of the funds of the Company such remuneration for their\nservices as may from time to time be fixed by the Company in\nGeneral Meeting and such remuneration shall be divided among them\nin such proportions and manner as the Directors may from time to\ntime determine and in default of agreement in equal proportions.\nThe Directors shall also be entitled to be paid such reasonable\ntravelling hotel and other expenses as may be incurred by them in\nconsequence of their attendance at meetings of the Directors or of the\nCompany or whilst otherwise engaged on the business of the\nCompany.\n70. If any Director being willing shall be called upon to perform extra\nservices or to make any special exertions in going abroad or otherwise\nfor any of the purposes of the Company the Company may remunerate\nthe Director for so doing either by a fixed sum or by a percentage of\nprofits or otherwise as may be determined by the Directors and such\nremuneration may be either in addition to or in substitution for his\nshare in the remuneration above provided.\n71. No loan shall be made by the Company to a Director of the Company\nor to a Director of a related company as specified in Section 125 of the\nAct except as provided by the said Section.\n72. The continuing Directors may act notwithstanding any vacancy in\ntheir body but so that if their number falls below the minimum for the\ntime being fixed the Directors shall not except for the purpose of\nfilling up vacancies or convening General Meetings act so long as\ntheir number is below the minimum.\n73. The Directors for the time being shall continue to hold office subject\nonly to Articles 74 and 75 hereof.\nSch.\n\nVictorian Legislation Parliamentary DocumentsAct No. 8114/1971\nAlcoa of Australia (W.A.) N.L. Act 1971\n27\n74. The office of the Director shall ipso facto be vacated—\n(a) if by notice in writing he resign his office;\n(b) if he become bankrupt or suspend payment or compound with his\ncreditors;\n(c) if he be found lunatic or become of unsound mind;\n(d) if he absent himself from the meetings of Directors during a\nperiod of three consecutive months without special leave of\nabsence from the Board and the other Directors unanimously\nresolve that his office be vacated;\n(e) if he is convicted of any offence referred to in paragraphs (a)\n(b) and (c) of sub-section (1) of Section 122 of the Act or of an\noffence under that sub-section.\n75. The Company in General Meeting by resolution or any member or\nmembers holding a majority of the issued shares of the Company by\nwriting delivered to the Company may at any time and from time to\ntime remove any Director from office and if thought fit appoint\nanother person in his stead.\n76. No Director shall be disqualified by his office from holding any office\nor place of profit under the Company or any company in which this\nCompany is a shareholder or otherwise interested or from contracting\nwith the Company either as vendor purchaser or otherwise nor shall\nany such contract or any contract or arrangement entered into by or on\nbehalf of the Company in which any Director shall be in any way\ninterested be avoided nor shall any Director be liable to account to the\nCompany for any profit arising from such office or place of profit or\nrealized by any such contract or arrangement by reason only of such\nDirector holding that office or of the fiduciary relation thereby\nestablished.\n77. (a) A Director may vote in respect of any contract or arrangement in\nwhich he is interested as aforesaid but it shall be his duty to\ndeclare the nature of his interest in the manner required by\nSection 123 of the Act and it shall also be the duty of a Director\nwho holds any office or possesses any property whereby whether\ndirectly or indirectly duties or interests might be created in\nconflict with his duties or interests as a Director of the Company\nto declare the nature character and extent of the conflict in\naccordance with Section 123 of the Act.\n(b) It shall be the duty of the Secretary to record in the Minutes of\nthe Meeting any declarations made or notices given by a Director\nas aforesaid.\n(c) It shall be the duty of each Director to comply with Sections 124\nand 127 of the Act at all times.\nSch.\n\nVictorian Legislation Parliamentary DocumentsAct No. 8114/1971\nAlcoa of Australia (W.A.) N.L. Act 1971\n28\nMANAGING DIRECTORS\n78. The Directors may from time to time appoint one or more of their\nbody to be a Managing Director or Managing Directors of the\nCompany either for a fixed period or without any limitation as to the\nperiod for which such Managing Director or Managing Directors is or\nare to hold office and may from time to time (subject to the provisions\nof any contract between him or them and the Company) remove or\ndismiss him or them from office and if thought fit appoint another or\nothers in his or their stead.\n79. A Managing Director shall (subject to the provisions of any contract\nbetween him and the Company) be subject to the same provisions as\nto resignation and removal as the other Directors of the Company and\nif he cease to hold the office of Director for any cause whatever he\nshall ipso facto and immediately cease to be a Managing Director.\n80. The remuneration of a Managing Director shall be fixed by the\nDirectors and may be by way of salary bonus percentage of profits or\notherwise as the Directors may from time to time determine.\n81. The Directors may from time to time entrust to and confer upon the\nManaging Director or Managing Directors for the time being or any or\neither of them such of the powers exercisable under the Articles of\nAssociation by the Directors as they may think fit and may confer\nsuch powers for such time and to be exercised for such objects and\npurposes and upon such terms and conditions and which such\nrestrictions as they think expedient and they may confer such powers\neither collaterally with or to the exclusion of and in substitution for all\nor any of the powers of the Directors in that behalf and may from time\nto time revoke withdraw alter or vary all or any of such powers.\nPROCEEDINGS OF DIRECTORS\n82. The Directors may meet together for the despatch of business adjourn\nand otherwise regulate their meetings as they think fit and determine\nthe quorum necessary for the transaction of business and until\notherwise determined two Directors shall be a quorum.\n83. A Director may at any time and the Secretary upon the request of a\nDirector shall summon a meeting of the Directors.\n84. Questions arising at any meeting shall be decided by a majority of\nvotes and in case of an equality of votes the Chairman shall have a\nsecond or casting vote.\n85. The Directors may elect a Chairman of their meetings and determine\nthe period for which he is to hold office but if no Chairman is elected\nor if at any meeting the Chairman is not present at the time appointed\nSch.\n\nVictorian Legislation Parliamentary DocumentsAct No. 8114/1971\nAlcoa of Australia (W.A.) N.L. Act 1971\n29\nfor holding the same the Directors present shall choose one of their\nnumber to be Chairman of such meeting.\n86. A meeting of the Directors for the time being at which a quorum is\npresent shall be competent to exercise all or any of the authorities\npowers and discretions by or under the Articles of Association of the\nCompany for the time being vested in or exercisable by the Directors\ngenerally.\n87. A resolution in writing signed by all the Directors shall have the same\nforce and effect as a resolution passed at a meeting of Directors\nnotwithstanding that such resolution shall not have been passed at a\nmeeting of Directors.\n88. The Directors may by resolution power of attorney or writing delegate\nany of their powers to committees consisting of such member or\nmembers of their body as they think fit. Any committees so formed or\nso appointed shall in the exercise of the powers so delegated conform\nto any regulations that may from time to time be imposed on it by the\nDirectors.\n89. The meeting and proceedings of any committee shall be governed by\nthe provisions herein contained for regulating the meetings and\nproceedings of the Directors so far as the same are applicable thereto\nand not superseded by any regulations made by the Directors under\nthe last preceding Article.\n90. All acts done at any meeting of the Directors or by a committee of\nDirectors or by any person acting as a Director shall notwithstanding\nthat it shall afterwards be discovered that there was some defect in the\nappointment of such Directors or persons acting as aforesaid or that\nthey or any of them were disqualified be as valid as if every such\nperson had been duly appointed and was qualified to be a Director.\n91. Minutes of all proceedings at meetings of the Directors shall be kept\nin accordance with Section 148 of the Act.\nALTERNATES\n92. Any Director may from time to time appoint any person approved for\nthe purpose by the Directors to act as his Alternate during his absence\nfrom the place where the meetings are held or inability for any other\nreason to act as such Director and on such appointment being made\nthe Alternate shall (except as regards remuneration) be subject in all\nrespects to the terms and conditions existing with reference to the\nother Directors and each Alternate while so acting shall exercise and\ndischarge all the powers and duties of the Director he represents and\nshall alone be responsible to the Company for his own acts and\ndefaults. A Director may at any time revoke the appointment of any\nAlternate appointed by him and if for any reason such Director shall\nSch.\n\nVictorian Legislation Parliamentary DocumentsAct No. 8114/1971\nAlcoa of Australia (W.A.) N.L. Act 1971\n30\ncease to be a Director then the person appointed by him shall\nthereupon cease to have any power or authority as Alternate. An\nAlternate shall look for his remuneration to the Director appointing\nhim and not to the Company but shall be entitled to be paid such\nreasonable travelling hotel and other expenses as may be incurred by\nhim in consequence of his attendance at meetings of the Directors or\nof the Company or whilst otherwise engaged on the business of the\nCompany. Any appointment or revocation under this Article shall be\neffected by notice in writing given to the Company. An Alternate shall\nnot require any share qualification.\nASSOCIATE DIRECTORS\n93. The Directors may at any time and from time to time appoint any\npersons to be Associate Directors and at any time remove from office\nany person so appointed. The Directors may define and limit the\npowers and duties of such Associate Directors and may determine\ntheir remuneration for such services but so that such remuneration\nshall not be by way of a commission on or a percentage of profits or\nturnover. An Associate Director as such shall not—\n(a) be a member of the Board of Directors and shall only be entitled\nto attend at meetings of the Board by invitation;\n(b) be reckoned in a quorum for any meeting of the Board;\n(c) be entitled to vote at any such meeting.\nPOWERS OF DIRECTORS\n94. The management of the business of the Company shall be vested in\nthe Directors and the Directors may exercise all such powers and do\nall such acts and things as the Company is by its Memorandum of\nAssociation or otherwise authorized to exercise and do and are not\nhereby or by statute directed or required to be exercised or done by the\nCompany in General Meeting but subject nevertheless to the\nprovisions of the Act and of these Articles and to any regulations not\nbeing inconsistent with these Articles from time to time made by the\nCompany in General Meeting; provided that no such regulation shall\ninvalidate any prior act of the Directors which would have been valid\nif such regulation had not been made.\n95. The Directors may from time to time at their discretion borrow or\nraise any sum or sums of money for the purpose of the Company and\nmay secure the repayment of such sum or sums or any debts liabilities\ncontracts or obligations incurred or undertaken by the Company in\nsuch manner and upon such terms and conditions in all respects as\nthey think fit and in particular by the issue of bonds perpetual or\nredeemable debentures or debenture stock or any mortgage charge or\nSch.\n\nVictorian Legislation Parliamentary DocumentsAct No. 8114/1971\nAlcoa of Australia (W.A.) N.L. Act 1971\n31\nother security on the undertaking or the whole or any part of the\nproperty of the Company both present and future including its\nuncalled capital for the time being.\nLOCAL MANAGEMENT\n96. The Directors may from time to time provide for the management and\ntransaction of the affairs of the Company in any specified locality\nwhether in or outside the State of Victoria in such manner as they\nthink fit and the provisions contained in the four next following\nArticles shall be without prejudice to the general powers conferred by\nthis Article.\n97. The Directors from time to time and at any time may establish any\nlocal boards or agencies for managing any of the affairs of the\nCompany in any such specified locality and may appoint any persons\nto be members of such local board or any managers or agents and may\nfix their remuneration. And the Directors from time to time and at any\ntime may delegate to any person so appointed any of the powers\nauthorities and discretions for the time being vested in the Directors\nother than the power of making calls and may authorize the members\nfor the time being of any such local board or any of them to fill up any\nvacancies therein and to act notwithstanding vacancies; and any such\nappointment or delegation may be made on such terms and subject to\nsuch conditions as the Directors may think fit and the Directors may at\nany time remove any person so appointed and may annul or vary any\nsuch delegation.\n98. The Directors may at any time and from time to time by power of\nattorney under the Company's Seal appoint any person or persons to\nbe the attorney or attorneys of the Company for such purposes and\nwith such powers authorities and discretions (not exceeding those\nvested in or exercisable by the Directors under these Articles) and for\nsuch period and subject to such conditions as the Directors may from\ntime to time think fit; and any such appointment may (if the Directors\nthink fit) be made in favour of the members or any of the members of\nany local board established as aforesaid or in favour of any company\nor of the members directors nominees or managers of any such\ncompany or firm or in favour of any fluctuating body of persons\nwhether nominated directly or indirectly by the Directors; and any\nsuch powers of attorney may contain such provisions for the\nprotection or convenience of persons dealing with such attorney or\nattorneys as the Directors may think fit.\n99. (a) Any such delegates or attorneys as aforesaid may be authorized\nby the Directors to sub-delegate all or any of the powers\nauthorities and discretions for the time being vested in them.\nSch.\n\nVictorian Legislation Parliamentary DocumentsAct No. 8114/1971\nAlcoa of Australia (W.A.) N.L. Act 1971\n32\n(b) The provisions of this and the preceding two Articles shall be\nsupplemental to the powers conferred on the Company by\nSection 35(3) of the Act.\n100. The Company may exercise the powers conferred by Section 157 of\nthe Act and may cause to be kept in any place outside Victoria a\nBranch Register of members. The Directors may subject to the\nprovisions of Section 157 of the Act make from time to time such\nprovisions as they think fit respecting the keeping of any such Branch\nRegister and the transfer of shares to on or from any such Branch\nRegister and may comply with the requirements of any local law.\nSEALS\n101. (a) The Directors shall provide for the safe custody of the Common\nSeal and such Seal shall never be used except by the authority of\nthe Directors. The affixing of the Common Seal to any\ndocuments shall be attested by one Director and the Secretary or\nin such other manner as the Directors may from time to time\ndetermine (including the use of facsimile signatures if they so\ndetermine).\n(b) The Company may exercise the power conferred by Section 93\nof the Act and have a duplicate Common Seal which shall be a\nfacsimile of the Common Seal of the Company with the addition\non its face of the words \"Share Seal\". The Share Seal shall only\nbe used in sealing Share Certificates of the Company and shall\nbe used and affixed in like manner to the Common Seal of the\nCompany.\n(c) The Company may exercise the power conferred by\nSection 35(5) of the Act and have for use in any place outside\nVictoria an Official Seal which shall be a facsimile of the\nCommon Seal of the Company with the addition on its face of\nthe name of every place where it is to be used. The person\naffixing any such Official Seal shall in writing under his hand\ncertify on the instrument to which it is affixed the date on which\nand the place at which it is affixed.\nCHEQUES, BILLS, ETC.\n102. All cheques bills of exchange promissory notes and other negotiable\ninstruments shall be signed drawn accepted made or endorsed as the\ncase may be for and on behalf of the Company in such manner as the\nDirectors may from time to time determine (including use of facsimile\nsignatures if they so determine).\nSch.\n\nVictorian Legislation Parliamentary DocumentsAct No. 8114/1971\nAlcoa of Australia (W.A.) N.L. Act 1971\n33\nRESERVE FUND\n103. Before declaring any dividend the Directors may set aside out of the\nprofits of the Company such sums as they think proper as a Reserve\nFund to meet depreciation or contingencies or for equalizing\ndividends or for paying a dividend if the profits shall be insufficient\nfor that purpose or if there shall be no profits or for repairing or\nimproving and maintaining any of the property of the Company and\nfor such other purposes as the Directors shall in their absolute\ndiscretion think conducive to the interests of the Company and the\nDirectors may invest the several sums so set aside upon such\ninvestments and securities (other than shares of the Company) as they\nmay think fit or they may place the same or any part thereof either\nupon deposit or at call at interest with any Bank or Banking Institution\nor with any corporation receiving money on deposit and may from\ntime to time deal with and vary any such investments and securities\nand dispose of all or any part thereof for the benefit of the Company\nand may divide the Reserve Fund into such Special Funds as they may\nthink fit with full power to employ the assets constituting the Reserve\nFund in the business of the Company and that without being bound to\nkeep the same separate from the other assets.\nDIVIDENDS\n104. Subject to the provisions of the last preceding Article as to Reserve\nFund and to the rights of members entitled to any shares having any\npreferential special or qualified rights attached thereto the profits (if\nany) of the Company shall be divisible among the members in\nproportion to the amounts paid up on the shares held by them\nrespectively (and notwithstanding that a larger amount is paid up on\nsome shares than on others) provided that where capital is paid up in\nadvance of calls on the footing that the same shall carry interest such\ncapital shall not whilst carrying interest confer a right to participate in\nprofits.\n105. The Director may from time to time declare a dividend or interim\ndividend to be paid to the members according to their rights and\ninterests in the profits.\n106. No dividend shall be payable except out of the profits of the Company\nand no dividend shall carry interest as against the Company. The\ndeclaration of the Directors as to the amount of the net profits shall be\nconclusive.\n107. Unless forbidden by the member concerned to use the post for the\npurpose any dividends may be paid by cheque or warrant sent through\nthe post to the registered address of the member entitled or in the case\nof joint holders to that one whose name stands first on the Register in\nSch.\n\nVictorian Legislation Parliamentary DocumentsAct No. 8114/1971\nAlcoa of Australia (W.A.) N.L. Act 1971\n34\nrespect of the joint holding and every cheque so sent may be made\npayable to the order of the person to whom it is sent and shall be at his\nrisk.\n108. The Directors may—\n(a) capitalize any sum or sums representing undivided profits\n(including any profits standing to the credit of any Reserve or\nReserves) and distribute the same amongst such of the members\nas would be entitled to receive the same if distributed by way of\ndividend and in the same proportions on the footing that they\nbecome entitled thereto as capital and that all or any part of such\ncapitalised fund be applied on behalf of such members in paying\nup in full either at par or at such premium as the Directors may\nprovide any unissued shares of the Company which shall be\ndistributed accordingly or in or towards payment of the uncalled\nliability on any issued shares and that such distribution or\npayment shall be accepted by such members in full satisfaction\nof their respective rights and interests in the sum or sums so\ncapitalised:\n(b) resolve that any moneys standing to the credit of any shares\npremiums account be applied—\n(i) in paying up unissued shares to be issued to shareholders of\nthe Company as fully paid bonus shares;\n(ii) in paying up in whole or in part the balance unpaid on\nshares previously issued to shareholders of the Company;\n(iii) in the payment of dividends if such dividends are satisfied\nby the issue of shares to shareholders of the Company;\n(iv) in writing of—\n(aa) the preliminary expenses of the Company; or\n(bb) the expenses of or the commission or brokerage paid\nor discount allowed on any issue of shares or\ndebentures of the Company; or\n(v) in providing for the premium payable on redemption of\ndebentures or redeemable preference shares;\n(c) pay any dividend by the distribution of specific assets and in\nparticular of paid up shares debentures or debenture stock of the\nCompany or paid up shares debentures or debenture stock of any\nother company or in any one or more of such ways.\n109. For the purpose of giving effect to this Article the Directors may\nwhenever any difficulty arises in regard to the distribution settle the\nsame as they think expedient and in particular may issue fractional\ncertificates or make partial payments in cash and may fix the value for\nSch.\n\nVictorian Legislation Parliamentary DocumentsAct No. 8114/1971\nAlcoa of Australia (W.A.) N.L. Act 1971\n35\ndistribution of specific assets or any part thereof and may determine\nthat cash payments be made to or by any member upon the fitting of\nthe value so fixed in order to adjust the rights of all parties and may\nvest any shares debentures debenture stock or specific assets in\ntrustees upon trust for the persons entitled thereto as may seem\nexpedient.\n109A. All dividends unclaimed shall be dealt with in accordance with the\nUnclaimed Moneys Act 1962.\nACCOUNTS\n110. The Directors shall cause to be kept proper books of account in which\nshall be kept full true and complete accounts of the affairs and\ntransactions of the Company.\n111. The books of account shall be kept in accordance with Section 161 of\nthe Act and shall at all times be open to inspection by the Directors.\n112. The Directors shall from time to time (subject to the provisions of\nSection 161 of the Act) determine whether and to what extent and at\nwhat times and places and under what conditions or regulations the\naccounts and books of the Company or any of them shall be open to\nthe inspection of the members; and no member (not being a Director)\nshall have any right of inspecting any accounts or book or document\nof the Company except as conferred by statute or authorized by the\nDirectors or by a resolution of the Company in General Meeting.\n113. At a General Meeting in each year the Directors shall lay before the\nCompany a Balance Sheet Profit and Loss Account and Statutory\nDeclaration and Reports thereon as required by Section 162 of the Act\nmade up to a date as near the day of the meeting as can conveniently\nbe fixed and being not more than six months prior thereto and such\ndocuments shall prior to each such General Meeting be sent to all\npersons entitled to receive them in accordance with Section 163 of the\nAct.\nAUDIT\n114. Unless in accordance with Section 165(10) of the Act (if applicable to\nthe Company) an Auditor need not be appointed in any year the\nCompany shall comply with Section 165(1) or (2) of the Act in each\nyear and the eligibility appointment removal remuneration rights and\nduties of any auditor appointed thereunder shall be regulated by\nSections 9, 165 and 167 of the Act.\nSch.\n\nVictorian Legislation Parliamentary DocumentsAct No. 8114/1971\nAlcoa of Australia (W.A.) N.L. Act 1971\n36\nNOTICES\n115. A notice may be served by the Company upon any member either\npersonally or by sending it by prepaid post telegram telex or\ncablegram addressed to such member at his registered place of\naddress. If any such place of address is not within the State of Victoria\nall notices shall be sent by airmail telegram telex or cablegram.\n116. Each holder of registered shares whose registered place of address is\nnot in the State of Victoria may from time to time notify in writing to\nthe Company an address in the State of Victoria which shall be\ndeemed his registered place of address within the meaning of the last\npreceding Article.\n117. All notices with respect to any shares to which persons are jointly\nentitled shall be given to whichever of such persons is named first in\nthe Register and notice so given shall be sufficient notice to all the\nholders of such shares.\n118. Any notice sent shall be deemed to have been served on such day\nfollowing that on which it is remitted as is set out hereunder—\n(1) if by ordinary post to an address within the State of Victoria or\nby telegram telex or cablegram to any address—the day\nfollowing:\n(2) if by airmail to an address outside the State of Victoria and\nwithin the Commonwealth of Australia—the third day following:\n(3) if by airmail to an address outside the Commonwealth of\nAustralia—the fifth day following:\nIn proving such service a certificate in writing signed by any officer of\nthe Company stating that the notice was duly remitted shall be\nconclusive evidence thereof.\n119. Every person who by operation of law transfer or other means\nwhatsoever shall become entitled to any share shall be bound by every\nnotice in respect of such share which previously to his name and\naddress being entered on the Register shall be duly given to the person\nfrom whom he derives his title to such share.\n120. Any notice or document sent to any member in pursuance of these\nArticles shall notwithstanding such member be then deceased and\nwhether or not the Company have notice of his decease be deemed to\nhave been duly served in respect of any shares whether held solely or\njointly with other persons by such member until some other person be\nregistered in his stead as the holder or joint holder thereof and such\nservice shall for all purposes of these Articles be deemed a sufficient\nservice of such notice or document on his heirs executors or\nSch.\n\nVictorian Legislation Parliamentary DocumentsAct No. 8114/1971\nAlcoa of Australia (W.A.) N.L. Act 1971\n37\nadministrators and all persons if any jointly interested with him in any\nsuch share.\n121. The signature to any notice to be given by the Company may be\nwritten or printed.\nWINDING UP\n(1) If the Company shall be wound up whether voluntarily or\notherwise the liquidators may with the sanction of a special\nresolution divide among the contributories in specie or kind any\npart of the assets of the Company and may with the like sanction\nvest any part of the assets of the Company in trustees upon such\ntrusts for the benefit of the contributories or any of them as the\nliquidators with the like sanction shall think fit.\n(2) If thought expedient any such division or vesting may be\notherwise than in accordance with the legal rights of the\ncontributories and in particular any class may be given\npreferential or special rights or may be excluded altogether or in\npart; but in case any division or vesting otherwise than in\naccordance with the legal rights of the contributories shall be\ndetermined on any contributory who would be prejudiced\nthereby shall have a right to dissent and ancillary rights as if such\ndetermination were a special resolution passed pursuant to\nSection 270 of the Act.\nINDEMNITY\n122. Every officer of the Company or any person (whether an officer of the\nCompany or not) employed by the Company as Auditor shall be\nindemnified out of the funds of the Company against all liability\nincurred by him as such officer or Auditor in defending any\nproceedings whether civil or criminal in which judgment is given in\nhis favour or in which he is acquitted or in connection with any\napplication in relation thereto under Section 365 of the Act in which\nrelief is granted to him by the Court.\n═══════════════\nSch.\n\nVictorian Legislation Parliamentary DocumentsAct No. 8114/1971\nAlcoa of Australia (W.A.) N.L. Act 1971\n38\nENDNOTES\n1. General Information\nThe Alcoa of Australia (W.A.) N.L. Act 1971 was assented to on 27 April\n1971 and came into operation on 27 April 1971.\nEndnotes\n\nVictorian Legislation Parliamentary DocumentsAct No. 8114/1971\nAlcoa of Australia (W.A.) N.L. Act 1971\n39\n2. Table of Amendments\nThis Version incorporates amendments made to the Alcoa of Australia\n(W.A.) N.L. Act 1971 by Acts and subordinate instruments.\n–––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––\nCorporations (Consequential Amendments) Act 2001, No. 44/2001\nAssent Date: 27.6.01\nCommencement Date: S. 3(Sch. item 5) on 15.7.01: s. 2\nCurrent State: This information relates only to the provision/s\namending the Alcoa of Australia (W.A.) N.L. Act\n1971\n–––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––\nEndnotes\n\nVictorian Legislation Parliamentary DocumentsAct No. 8114/1971\nAlcoa of Australia (W.A.) N.L. Act 1971\n40\n3. Explanatory Details\nNo entries at date of publication.\nEndnotes","sortOrder":0}],"analysis":{"issue_detection":{"absurdities":[],"contradictions":[]},"kimi_summary":{"content_quality":"ok","complexity_score":4,"scope_assessment":{"changed":false,"description":"The legislation remains tightly scoped to its original purpose: facilitating the conversion of one specific company from no liability to limited liability status. The 2001 amendment merely removed a spent provision (Section 3) following the introduction of the Corporations Act 2001, without expanding the Act's scope."},"complexity_factors":["Length is substantial (40 pages) but most is boilerplate company constitution text from the 1970s","Only 3 operative sections, with Section 3 repealed — the actual legislative mechanism is simple","Extensive cross-references to the repealed Companies Act 1961 (now superseded by the Corporations Act 2001)","The Schedule contains 122 articles of association with standard corporate governance provisions — complex in volume but not in legal innovation","No nested exceptions or conditional logic in the operative provisions","One amendment in 2001 (repealing Section 3) shows minimal legislative maintenance"],"plain_english_summary":"**What this law does:**\n\nThis is a **private Act of Parliament** that allows one specific company — Alcoa of Australia (W.A.) N.L. — to change its legal structure from a \"no liability\" company to a \"limited liability\" company.\n\n**Key points:**\n\n- **No liability vs limited liability:** A \"no liability\" company (common in mining) meant shareholders weren't legally required to pay any unpaid amounts on their shares if the company called for more money. A \"limited liability\" company means shareholders are legally bound to pay any amounts still owing on their shares if the company demands them.\n\n- **Why it was needed:** Normally, companies couldn't convert between these types without complex legal procedures. This Act gives Alcoa a shortcut — once they lodge a copy of this Act with the Registrar of Companies and pay a $100 fee, the conversion happens automatically.\n\n- **What changes:**\n  - The company name changes from \"Alcoa of Australia (W.A.) N.L.\" to \"Alcoa of Australia (W.A.) Limited\"\n  - The company's constitution (called \"memorandum and articles\") is replaced with the version set out in the Schedule to this Act\n  - Shareholders become liable for any unpaid amounts on their shares\n  - The company's legal identity continues unchanged — existing contracts, court cases, and obligations remain valid\n\n- **The Schedule:** Most of this Act is actually the company's new constitution, which runs for 34 pages and covers everything from how shares are issued, to director meetings, to dividends, to winding up the company.\n\n**Who it affects:**\nOnly Alcoa of Australia (W.A.) N.L. and its shareholders. This is not a law of general application — it's a bespoke piece of legislation for one corporate entity.\n\n**Why it matters:**\nThis type of \"private Act\" was common in the 20th century when companies needed specific legal changes that couldn't be achieved through general company law. It allowed Alcoa's Western Australian subsidiary to align its corporate structure with its parent company and modern commercial practices."},"flash_summary":{"complexity_score":5,"scope_assessment":{"changed":false,"description":"This Act essentially does one substantive thing: authorise and effect the conversion of a named no‑liability company into a public company limited by shares and to replace its constitution with the Schedule. Subsequent amendments recorded (notably the repeal of section 3 by the Corporations (Consequential Amendments) Act 2001) are technical and consequential to broader national corporations law reform; they do not materially expand the Act beyond its original purpose of conversion and replacement of the company's constitution. Therefore the scope has not grown significantly beyond the Act's original intent."},"complexity_factors":["Act text is short (three operative sections) but includes a long Schedule (Memorandum and Articles) that contains comprehensive company constitution provisions","Schedule contains ~56 enumerated objects clauses plus detailed Articles of Association covering dozens of corporate rules (capital, shares, meetings, directors, audits, notices, winding up)","Multiple cross-references to the Companies Act 1961 (numerous sections cited throughout Articles), requiring readers to consult the Companies Act for full effect","Specific bespoke departures from default corporate rules (e.g. Table 'A' excluded, director number limited to 3–5, quorum defined as two members holding 50% of issued voting shares, prohibition on transfers to subsidiaries), which create conditional logic against standard law","Several nested rules and exceptions (e.g. provisions on forfeiture, liens, and taxation liabilities affecting shares that create multi-step enforcement powers for the company)","Defined terms section in the Articles plus reliance on statutory terms: at least a dozen defined words in preliminary provisions, and many statutory meanings imported from the Companies Act","Historical technical detail (conversion procedure, Registrar duties, preservation of proceedings) mixed with full company constitution increases the interpretive scope of the single instrument"],"plain_english_summary":"This Act converts Alcoa of Australia (W.A.) N.L. into Alcoa of Australia (W.A.) Limited (a public company limited by shares) on lodgement and fee payment, replacing its Memorandum and Articles with the Schedule and making shareholders liable for calls as under ordinary limited‑company law. \n\nIt preserves the company’s identity and existing rights, gives broad commercial powers and standard governance/capital‑raising rules, and mainly affects the company, its (parent) shareholder, officers, and the Registrar."},"flash_summary_failed":{"failed":true,"reason":"A positive credit balance is required for all requests, including BYOK, so fallback providers remain available. Add credits at https://vercel.com/d?to=%2F%5Bteam%5D%2F%7E%2Fai%3Fmodal%3Dtop-up to continue.","source":"analysis-cron"}},"importantCases":[],"_links":{"self":"/api/acts/alcoa-of-australia-w-a-n-l-act-1971","history":"/api/acts/alcoa-of-australia-w-a-n-l-act-1971/history","analysis":"/api/acts/alcoa-of-australia-w-a-n-l-act-1971/analysis","conflicts":"/api/acts/alcoa-of-australia-w-a-n-l-act-1971/conflicts","importantCases":"/api/acts/alcoa-of-australia-w-a-n-l-act-1971/important-cases","documents":"/api/acts/alcoa-of-australia-w-a-n-l-act-1971/documents"}}