Victorian Legislation Parliamentary Documentsi
Version No. 002
Alcoa of Australia (W.A.) N.L. Act 1971
Act No. 8114/1971
Version incorporating amendments as at 15 July 2001
TABLE OF PROVISIONS
Section Page
Short title 2
Power to convert from no liability company to limited liability
company 2
Repealed 3
SCHEDULE—Memorandum of Association 4
═══════════════
ENDNOTES 38
General Information 38
Table of Amendments 39
Explanatory Details 40
Victorian Legislation Parliamentary Documents1
Version No. 002
Alcoa of Australia (W.A.) N.L. Act 1971
Act No. 8114/1971
Version incorporating amendments as at 15 July 2001
An Act to make Provision with respect to the Conversion of
Alcoa of Australia (W.A.) N.L. to a Public Company with
Limited Liability and Purposes connected therewith.
Preamble
WHEREAS on the 21st day of August, 1958 under
Part II of the Companies Act 1938 a company
(hereinafter called "the said company") was
incorporated as a no liability company under the
name of Western Aluminium No Liability:
AND WHEREAS on the 3rd day of September,
1970 the said company changed its name to Alcoa
of Australia (W.A.) N.L.:
AND WHEREAS the said company is a wholly
owned subsidiary of Alcoa of Australia Limited:
AND WHEREAS the said company has a nominal
capital of $10 000 000 divided into 5 000 000
shares of $2 each:
AND WHEREAS the said company has issued
1 750 000 shares of which 250 000 are fully paid
up and 1 500 000 shares are paid to 42⋅5 cents:
AND WHEREAS the said company has passed a
special resolution declaring that it is in the interest
of the company that it be converted to a public
company with limited liability with the
memorandum and articles set forth in the
Schedule:
AND WHEREAS the Board of Directors of Alcoa
of Australia Limited have resolved that the said
company should be so converted:
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Alcoa of Australia (W.A.) N.L. Act 1971
2
AND WHEREAS the said company cannot be so
converted without the authority of the Parliament:
BE IT THEREFORE ENACTED by the Queen's Most
Excellent Majesty by and with the advice and consent of the
Legislative Council and the Legislative Assembly of Victoria
in this present Parliament assembled and by the authority of
the same as follows (that is to say):
Short title
This Act may be cited as the Alcoa of Australia
(W.A.) N.L. Act 1971.
Power to convert from no liability company to
limited liability company
(1) On the lodging of a copy of this Act with the
Registrar of Companies and on payment of a fee
of $100 the said company shall, subject to this
section, be converted to a public company with
limited liability under the name of Alcoa of
Australia (W.A.) Limited and the memorandum
and articles set forth in the Schedule shall be the
memorandum and articles of the company in place
of the existing memorandum and rules of the said
company.
(2) On the lodging of the copy of this Act the
Registrar shall—
(a) register the copy;
(b) make such endorsements in or alterations to
his registers as are necessary to record the
effect of this Act with respect to the
conversion; and
(c) issue to the company a certificate of
incorporation of the said company altered to
meet the circumstances of the case.
s. 1
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Alcoa of Australia (W.A.) N.L. Act 1971
3
(3) A person who holds a share in the said company
shall be liable in respect of any calls on or in
respect of shares in the said company in the same
manner and to the same extent as if the said
company had originally been created with limited
liability and sub-section (3) of section 33 of the
Companies Act 1961 does not apply in relation to
any shares in the said company.
(4) On issuing the certificate of incorporation the
Registrar may by notice in writing served on the
said company dispense with the lodging by the
said company of any document which had been
lodged with him on the occasion of or subsequent
to the incorporation of the said company.
(5) The conversion shall take effect on the issue of the
certificate of incorporation under sub-section (2).
(6) A conversion of the said company pursuant to this
section shall not affect the identity of the said
company or any rights or obligations of the said
company or render defective any legal
proceedings by or against the said company and
any legal proceedings that could have been
continued or commenced by or against it prior to
such conversion may, notwithstanding the
conversion, be continued or commenced by or
against it after such conversion.
s. 2
S. 3
repealed by
No. 44/2001
s. 3(Sch.
item 5).
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SCHEDULE
Memorandum of Association
of
Alcoa of Australia (W.A.) Limited
I. The name of the Company is Alcoa of Australia (W.A.) Limited.
II. The objects for which the Company is established are—
(1) To carry on all or any of the businesses of exploring for acquiring
treating and disposing of deposits of bauxite clay ores and minerals
of any sort or description and any minerals recovered or recoverable
therefrom and reducing ores of aluminium and any or all other ores
to their basic metals and manufacturing alloying and fabricating of
the metals so produced into articles of commerce.
(2) To purchase take on lease or tribute or acquire by exchange licence
hire or otherwise any mines lands mineral and other properties and
hereditaments of any tenure for any estate term or interest therein
and also grants concessions options leases claims licences rights or
authorities of and over mines lands mineral properties mining water
and other rights in any part of the world and either absolutely
optionally or conditionally and either solely or jointly with others.
(3) To search and prospect for bauxite coal and any other mineral or
metal substance and precious stones and to open develop dredge
work and maintain mines and lands for the same and to carry on and
conduct the business of raising crushing washing concentrating
smelting reducing refining calcining amalgamating and
metallurgically treating ores metals and minerals and to render the
same merchantable and fit for use.
(4) To acquire by purchase exchange or otherwise and to win get quarry
crush smelt calcine refine dress amalgamate manipulate or otherwise
treat and prepare for market ores metals fluxes tailings concentrates
slimes mineral substances and other produce of mines whether the
property of the Company or not and whether in the Commonwealth
of Australia or elsewhere and to carry on any other metallurgical
operations which may seem capable of being usefully or profitably
carried on in connection with the other business of the Company and
to sell exchange dispose of and deal in such ores metals fluxes
tailings concentrates slimes mineral substances and other produce
either in a manufactured state or otherwise and any materials or
substances resulting from or to be obtained in the process of winning
getting quarrying crushing smelting calcining refining dressing
amalgamating manipulating or otherwise treating the same and
either free from or in combination with other substances.
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(5) To carry on business as manufacturers producers and merchants of
all or any chemicals minerals ores metals or other natural or
synthetic substances whether organic or inorganic and the alloys
products and by-products thereof.
(6) To manufacture buy sell exchange hire alter or improve manipulate
and prepare for market or otherwise deal in all kinds of plant
machinery apparatus tools utensils containers and substances
materials and things.
(7) To carry on all or any of the businesses of industrial chemists
manufacturers of metallic alloys metallic oxides and other metallic
products of all kinds and to manufacture and detail in metal wire
tubes sheets plates rods pipes seals and other metal goods machinery
tools equipment and hardware of every description.
(8) To carry on all or any of the businesses of suppliers of electricity
electrical engineers and contractors and to construct operate and
maintain power stations cables reticulation systems and all other
apparatus and equipment in any way connected with the generation
accumulation distribution supply and employment of electricity.
(9) To carry on the business of consulting civil mining electrical and
mechanical engineers geologists metallurgists farmers graziers
planters miners mine-owners dredgers coal and iron masters quarry-
owners brickmakers builders contractors merchants dealers in metals
and mineral importers and exporters bankers shipowners
wharfingers carriers warehousemen hotel-keepers store-keepers
publishers printers investors promoters agents and general merchants
to buy and sell and deal in choses in action of every description and
in commodities substances and products of all kinds and to
undertake and carry on and execute all kinds of mining financial
commercial trading and other operations.
(10) With a view to turning to account any property or rights of the
Company or for the purpose of investigating the value of any
property or rights of the Company or for the purpose of investigating
the value of any property or rights proposed to be acquired by the
Company to spend money on explorations investigations
experiments trials and inquiries and to obtain the opinions or reports
of experts or others and to procure reports to be made and generally
to obtain and pay the expenses of procuring any information whether
general or particular as regards properties and rights or the
opportunities of establishing or carrying on business.
(11) To acquire purchase rent charter lease construct carry out maintain
improve manage work control and superintend any roads ways
streets tramways railways bridges dams reservoirs watercourses
viaducts aqueducts wharves harbours jetties piers manufactories
warehouses telegraph and telephone lines gas and electric works
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vehicles aircraft ships steamers tugs barges furnaces crushing works
smelting works treatment works factories engines pumps and other
plant machinery gear tools works materials and other conveniences
which may directly or indirectly be required for or conducive to the
exercise of any of the powers of the Company and to contribute to
subsidise or otherwise aid or take part in any such operations.
(12) To carry on businesses of station owners graziers pastoralists
farmers agriculturists stock breeders and exhibitors sheep and cattle
farmers dairymen irrigationists producers and carriers on of all or
any businesses or business usually carried on by land pastoral or
agricultural companies in any of their branches.
(13) To carry on the business of land development or of agricultural
horticultural or pastoral pursuits of any kind or of the marketing of
livestock of any kind or of the marketing of produce of any kind and
of the development of facilities townships communications
settlements and industries in connection therewith.
(14) To promote subsidise and aid chemical scientific technical and
industrial studies research investigation and invention.
(15) To provide for the transport of the Company's goods materials and
products by land sea and air.
(16) To carry on all or any of the businesses of general merchants
importers exporters shippers traders carriers commission agents
manufacturers and manufacturers agents and any other business in
any goods or class of goods whatsoever.
(17) To undertake any transaction and carry on any business commonly
undertaken or carried on by financiers bankers underwriters sub-
underwriters concessionaires contractors or capitalists and to
transact and carry on all kinds of guarantee agency commission and
mercantile business.
(18) To underwrite or sub-underwrite issues placements sales or other
dispositions of or dealings in any shares stock debentures securities
or obligations of or guaranteed by any other corporation or any
government public body or authority or any options or rights in
respect thereof.
(19) To enter into and carry into effect with or without modification any
agreement providing for the underwriting or sub-underwriting of any
such issues placements sales dispositions or dealings.
(20) To negotiate loans of any description to act as a house of issue and
to carry on business as under-writers brokers commission agents or
guarantors.
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(21) To provide financial and commercial services of every description in
relation to the flotation financing and operation of companies and
corporations.
(22) To assist in the establishment and conduct of mutual funds by
providing facilities for the realisation by investors of shares or units
in mutual funds—and investment companies—and generally
supporting mutual funds by holding and dealing in their shares or
units or providing for such dealings and by protecting and stabilising
their interests and the interests of their investors by any means and
in any manner.
(23) To carry on the business of and to act as managers of pension and
superannuation funds unit and investment trusts and trusts or
investments of every description.
(24) To carry on any other business venture or undertaking whether
similar to those above enumerated or not which the Company may
consider advisable or capable of being conveniently carried on in
connection with or in addition to the above or calculated directly or
indirectly to enhance the value of the Company's property or rights.
(25) To acquire hold sell and otherwise deal with shares stocks
debentures debenture stocks bonds units notes rights options
obligations policies of insurance and securities (whether secured by
any charge or not) issued or guaranteed by any corporation
constituted or carrying on business in the Commonwealth of
Australia or elsewhere and debentures debenture stock bills bonds
obligations and securities issued or guaranteed by any government
sovereign ruler commissioner public body or public authority
whether in the Commonwealth of Australia or elsewhere.
(26) To acquire any such shares stocks debentures debenture stocks bills
bonds notes rights options obligations or securities by original
subscription tender purchase exchange or otherwise and to subscribe
for the same either conditionally or otherwise and to exercise and
enforce all rights and powers conferred by or incidental to the
ownership thereof.
(27) To borrow or raise money in such manner and upon such terms as
may seem expedient and to issue debentures debenture stock bonds
obligations and securities of all kinds and to frame constitute and
secure the same as may seem expedient with full power to make the
same transferrable by delivery or by instrument of transfer or
otherwise and either perpetual or terminable and either redeemable
or otherwise and to charge or secure the same by Trust Deed or
otherwise on the whole or any part of the undertaking of the
Company or upon any specific property and rights present and future
of the Company (including if thought fit uncalled or unpaid capital)
or otherwise howsoever.
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(28) To facilitate and encourage the creation issue or conversion of
debentures debenture stock bonds obligations shares stocks and
securities and to act as Trustee in connection with any such
securities and to take part in the conversion of business concerns and
undertakings into companies.
(29) To give any guarantee in relation to the payment of any debentures
debenture stock bonds obligations or securities and to guarantee the
payment of interest thereon or of dividends on any stock or shares of
any company and generally to give any guarantee for the payment of
money or the performance of any obligation or undertaking and to
secure the same in any way by charge on the whole or any part of
the undertaking of the Company or upon any specific property or
rights present and future of the Company (including if thought fit
uncalled or unpaid capital) or otherwise howsoever.
(30) To guarantee the accounts contracts or liabilities of any person or
body of persons whether corporate or unincorporated with or
without security and to give any indemnity or undertaking and
generally to transact all kinds of guarantee and indemnity business.
(31) To purchase take on lease exchange or otherwise acquire improve
develop exercise all rights in respect of lease mortgage sell dispose
of turn to account place under option and otherwise deal with real or
personal property of any description or any easements or rights over
or connected therewith and in particular pastoral and agricultural
properties stock wool and other produce general commodities goods
wares and merchandise of all kinds and to advance and lend money
on any of the foregoing.
(32) To acquire take over and undertake the whole or any part of the
undertaking assets business good-will property rights liabilities
contracts and engagements of any person firm company government
or public body carrying on any business which this Company is
authorised to carry on or possessed of property or rights suitable for
any of the purposes of the Company.
(33) To acquire by purchase hire lease or otherwise for cash or shares or
debentures or any other consideration and deal with—
(i) The whole or any part of the business property and liabilities
of any person or body of persons whether corporate or
unincorporated.
(ii) Lands buildings easements and other rights or interests in or
over real or leasehold estates including mining rights and
tenements of all kinds.
(iii) Plant machinery goods and other personal estate and effects.
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(iv) Patents patent rights or inventions copy-rights designs trade
marks secret processes technical information licences
franchises and other rights privileges and concessions.
(34) To apply for purchase or otherwise acquire and to sell mortgage
charge lease grant licences in respect of or otherwise deal with or
dispose of any patents patent rights and privileges improved or
secret processes inventions licences concessions and the like
conferring any exclusive or non-exclusive or limited right to use any
secret or other information which may seem capable of being used
for any of the purposes of the Company or the acquisition of which
may seem calculated directly or indirectly to benefit the Company
and to use exercise develop or to grant licences in respect of or
otherwise turn to account the property rights or information so
acquired.
(35) To enter into agreements with persons companies and corporations
whether in Australia or overseas for the supply of goods plant and
machinery technical and other information either by or to the
Company in any way which may appear to be of assistance in the
general conduct of the Company's affairs.
(36) To pay for any rights property or privileges acquired by the
Company or any services rendered to the Company or satisfy any
debt liability or obligation of the Company either wholly or partly in
fully or partly paid shares of the Company or stock debentures or
other securities of the Company secured or charged upon all or any
part of the property and assets of the Company or not so secured or
charged and to make payments or gifts by way of bonus or otherwise
and either in money or in any other way from time to time deemed
expedient for information or advice given or for services of any kind
rendered to the Company or in which the Company may be directly
or indirectly interested and generally to make payments or agree to
pay any commission with or without consideration moving to the
Company if it is considered in the interests or directly or indirectly
to the benefit of the Company to do so.
(37) To receive money on deposit from any person firm or corporation
for such period or periods and upon such terms and conditions as the
Directors may think fit.
(38) To give bonds and indemnities and to make draw accept endorse
execute discount issue and negotiate bills of exchange promissory
notes drafts bills or lading debentures and all or any negotiable or
transferable instruments.
(39) To pay any commission or brokerage for the purpose of securing the
subscription of any part of the share or loan capital of the Company
or any company promoted by the Company or in which the
Company is or intends to be interested and generally to remunerate
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any person or company (whether in a fiduciary position towards the
Company or not) for underwriting such capital or for services
rendered or to be rendered in placing or assisting to place or
guaranteeing the placing of any of the shares in the Company's
capital or other securities of the Company or in otherwise benefiting
the Company and to underwrite or otherwise guarantee the
subscription for or placing of shares debentures or securities of any
other company.
(40) To adopt such means of making known any business or products of
the Company or of any of its subsidiary companies as may seem to
the Directors expedient.
(41) To sell lease charter place under option exchange convert into
money dispose of or otherwise deal with absolutely or conditionally
the whole or any part of the undertaking property land assets effects
rights privileges and concessions of the Company for such
consideration as the Company may think proper and in particular for
fully or partly paid shares in or debentures or securities of any other
company.
(42) To enter into contracts with any government public body company
or person as may seem expedient and to make and carry into effect
or determine arrangements with manufacturers railway and shipping
companies proprietors or charterers of shipping carriers proprietors
of steam electrical or other mechanical power and other persons or
companies or with any government or authority municipal local or
otherwise and to obtain any rights privileges and concessions which
may seem desirable.
(43) To advance or lend money whether with or without security and to
carry on assist subsidise finance contribute to or take part in any
business undertaking venture or enterprise which may seem to the
Company capable of being conveniently carried on in connection
with the Company or calculated directly or indirectly to enhance the
value of or render profitable any of the Company's property or
rights.
(44) To obtain any Act of Parliament Provisional Order or other
necessary authority for enabling the Company to carry any of its
objects into effect or for effecting any modification in the
Company's constitution or for improving the title or tenure of the
Company's property or for any other purpose which may seem
expedient and to oppose any proceedings or applications which may
seem calculated directly or indirectly to prejudice the Company's
interests.
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(45) To apply to any Court Magistrate or person in authority for any
licence right or privilege to conduct or carry out any object of the
Company and to hold any such licence right or privilege either in the
name of the Company or through any trust director manager or other
person acting for and on behalf of the Company.
(46) To take part in the management supervision or control of the whole
or any part of the business or operations of any person firm or
corporation and for that purpose to appoint and remunerate and
indemnify any directors accountants solicitors and other experts or
agents.
(47) To amalgamate the business of the Company wholly or in part with
that of any other company firm or person to enter into partnership or
into any arrangement for sharing of profits union of interests co-
operation joint adventure reciprocal concessions or otherwise with
any government public body person or company in such manner and
on such terms as may be deemed advisable.
(48) To promote form subsidise and establish any company or companies
corporation or corporations for the purpose of acquiring all or any of
the property rights and liabilities of this Company or for any other
purposes which may seem directly or indirectly calculated to benefit
this Company.
(49) To establish and form or assist in establishing and forming to
support aid and join any association union or body calculated in any
way to benefit the Company and to subscribe to the same such
money as the Company may think expedient and to agree to be
bound by the decision and actions of and to do or join in doing all
such acts and things as may be decided upon by the governing
authorities of any such association union or body in accordance with
the Rules or Articles thereof.
(50) To give donations subsidies or contributions to any association
union or body whether industrial social political patriotic or
otherwise and to establish and support or aid in the establishment
and support of associations institutions funds or trusts calculated to
benefit directors officers employees or ex-employees of the
Company or of any of its subsidiaries or the dependants or
connections of such persons and to grant pensions and allowances
and to make payments towards insurance and to donate subscribe or
guarantee money for charitable or benevolent objects or for the
alleviation of distress or for any exhibition or for any public general
or useful object.
(51) To distribute any assets of the Company among the members in
specie whether by way of dividends bonus or return of capital or
otherwise subject however to such sanction or confirmation (if any)
as is required by law.
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(52) To invest any moneys of the Company in such investments or
securities or in such other manner as the Company may think
expedient.
(53) To perform or do all or any of the following operations acts or
things—
(i) To sell let dispose of or grant rights over or otherwise deal
with all or any property of the Company for cash or upon
terms or for shares debentures or otherwise and upon any
terms and conditions thought desirable.
(ii) To erect buildings factories plant and machinery and other
works for the purposes of the Company.
(iii) To subdivide land make and maintain bridges culverts drains
and other works and make open and dedicate roads.
(iv) To make experiments and conduct research in connection
with any business of the Company or any business in which
the Company is in any way interested and to protect any
inventions by letters patent or otherwise.
(v) To grant licences to use patents copy-rights designs or secret
processes of the Company.
(vi) To manufacture import or export plant machinery tools
appliances accessories goods and things for use or sale or for
any other purpose of the Company.
(vii) To provide and carry on any service and to do anything
necessary or convenient in relation to any such service.
(viii) To enter into arrangements for joint working in business for
sharing profits or for amalgamation with any person or body
of persons whether corporate or unincorporated.
(ix) To act as agent or trustee for any person or body of persons
whether corporate or unincorporated.
(x) To promote companies for any purpose whatsoever.
(xi) To grant easements licences and other rights and privileges
with or without consideration.
(xii) To sell the undertaking and all or any of the assets rights
goodwill and property of the Company for cash or for stock
shares or securities of any other company or for any other
consideration.
(xiii) To obtain support or oppose any Act or Acts of Parliament or
other statutory enactment rule order instrument licence
privilege exemption or authority as may seem to the Directors
to be expedient in the interests of the Company.
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(xiv) To appoint attorneys for and on behalf of the Company and to
execute the necessary powers to the said attorneys to act for
and in the name and on behalf of the Company and to revoke
all or any of such powers and appointments as shall be
deemed expedient or advisable.
(54) To establish and cause to be kept Branch Registers of shareholders
and to open establish and carry on branches and agencies in any part
of the world and to regulate and discontinue the same and to procure
the Company to be legalised domiciled registered or recognized in
any other State country or place.
(55) To do all or any of the above things in any part of the world and as
principals agents contractors factors trustees or otherwise and by or
through trustees agents or otherwise and either alone or in
conjunction with others and to appoint attorneys or agents in any
part of the world.
(56) To do all such other acts and things as the Company may consider
incidental or conducive to the attainment of the above objects or any
of them.
AND it is hereby declared that the intention is that the Company shall have
power to do any of the matters herein mentioned (whether in one or more
paragraphs) apart from or in addition to any other of the said matters and
none of the general or other descriptions given in this Clause shall be limited
or restrained by reference to the name of the Company or by reference to
matters of the same or some similar kind to those of the Company or by
reference to matters of the same or some similar kind to those elsewhere in
this Clause mentioned or referred to or be otherwise limited or restrained by
any other part of this Clause not containing an express limitation or restraint
nor by any inference to be drawn from such other part and so that the objects
specified in this Memorandum may be carried out and acted upon in as full
and ample a manner and construed in as wide a manner as if each of the
paragraphs hereof defined the objects of a separate and independent
Company.
AND FURTHER the word "Company" in this Memorandum when not
applied to this Company shall be deemed to include any partnership or other
body of persons whether incorporated or not incorporated and whether
domiciled in Victoria or elsewhere and whether now existing or hereafter to
be formed.
III. The liability of the members is limited.
IV. The capital of the Company is $10 000 000 divided into 5 000 000
shares of $2 each with power to increase the same and to issue any
shares in the original capital or any new capital with any preferential
special deferred or qualified rights privileges or conditions attached to
them.
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14
ARTICLES OF ASSOCIATION
OF
ALCOA OF AUSTRALIA (W.A.) LIMITED
PRELIMINARY
The Regulations contained in Table "A" in the Fourth Schedule of the
Companies Act 1961 shall not apply to the Company.
(1) In these Articles unless there be something in the subject or
context inconsistent therewith—
"The Act" shall mean the Companies Act 1961 and any
reference to the Act or any Section thereof shall be read as
though the words "or any statutory modification thereof or
any statutory provision substituted therefor" were added to
such reference.
"These Articles" shall mean these Articles of Association as
amended from time to time.
"Cable" shall include radiogram or other like means of
transmission.
"Dividend" shall include bonus.
"Holding Company" shall mean a company which is a holding
company within the meaning of Section 6 of the Act.
"In writing" shall mean written printed or typed or partly
written and partly printed or typed and shall include
lithography and any other substitute for writing.
"Month" shall mean calendar month.
"The Office" shall mean the registered office for the time being
of the Company.
"The Register" shall mean the Register of Members to be kept
pursuant to Section 151 of the Act.
"Share" shall include stock except where a distinction between
stock and shares is expressed or implied.
"Special Resolution" shall have the meaning assigned thereto
by Section 144 of the Act.
"Subsidiary" shall mean a company which is a subsidiary
within the meaning of Section 6 of the Act.
(2) Words which are given a special meaning by the Act shall have
the same meaning in these Articles.
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Words importing the singular number only shall include the plural number
and vice versa.
Words denoting one gender only shall include the other genders.
Words importing persons shall include corporations.
SHARES
3. Subject to the provisions of these Articles and to Section 17, 59 and
68 of the Act all shares shall be under the control of the Directors who
may issue allot place under option or otherwise dispose of the same to
such persons for such consideration on such terms and conditions and
at par or at a premium or at a discount and at such times and generally
in such manner as they think fit.
4. Without prejudice to any special rights previously conferred on the
holders of existing shares (and subject to Section 66 of the Act) any
share may be issued with such preferred deferred or other special
rights or such restrictions whether in regard to dividend voting return
of capital or otherwise as the Directors may from time to time
determine and any preference shares may (subject to Section 61 of the
Act) be issued on the terms that they are or at the option of the
Company are liable to be redeemed.
5. So long as the capital of the Company is divided into different classes
of shares all or any of the rights and privileges attached to any class
may (subject to Section 65 of the Act) be modified commuted affected
abrogated dealt with or varied in any way with the consent of the
holders of a majority of the issued shares of the class affected.
6. Except as permitted by Section 67 of the Act the Company shall not
give any financial assistance for the purpose of or in connection with
any purchase of or subscription for shares in the Company or in its
Holding Company or in any way purchase deal in or lend money on
its own shares.
7. The Directors may in their discretion accept a surrender of shares by
way of compromise of any question as to whether or not the same
have been validly issued or in any other case where a surrender is
within the powers of the Company. Any shares so surrendered may be
sold or re-issued in the same manner as forfeited shares.
8. The Company may make arrangements on the issue of shares for a
difference between the holders of such shares as to the amount of calls
to be paid and the time of payment of such calls.
9. If by the conditions of allotment of any share the whole or part of the
amount or issue price thereof shall be payable by instalments every
such instalment shall when due be paid to the Company by the holder
of the share.
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10. If two or more persons are registered as joint holders of any share the
person first named on the Register in respect of such share shall as
regard receipt of dividends service of notices and all or any other
matters connected with the Company (except the transfer of shares the
right to vote delivery of certificates and liability for calls and
instalments) be deemed the sole owner thereof and shall be entitled to
give effectual receipts for any dividend payable in respect of such
share.
11. Subject to Section 156 of the Act joint holders of a share shall be
severally as well as jointly liable for the payment of all instalments
and calls due in respect of such share.
12. Save as provided by Section 156 of the Act or as herein otherwise
provided the Company shall be entitled to treat the registered holder
of any share as the absolute owner thereof and accordingly shall not
except as ordered by a Court of competent jurisdiction or as by statute
required be bound to recognize any equitable or other claim to or
interest in such share on the part of any other person.
13. Any registered holder of shares who holds the same as trustee for or
otherwise on behalf of or on account of a corporation shall give to the
Secretary of the Company notice in writing that he so holds the shares
in accordance with Section 156(5) of the Act.
14. Subject to Section 58 of the Act the Company may at any time pay a
commission to any person for subscribing or agreeing to subscribe
(whether absolutely or conditionally) for any shares or debentures of
the Company or procuring or agreeing to procure subscriptions
(whether absolute or conditional) for any shares of debentures of the
Company.
CERTIFICATES
15. The certificates of title to shares shall be under the Common Seal of
the Company (or if the Company has a Share Seal as provided in
Article 101(b) hereof under that Seal) and subject to Section 92 of the
Act shall be in such form as the Directors may from time to time
determine. Every member shall be entitled to one certificate for the
shares registered in his name or to several certificates each for a part
of such shares. The certificate of shares shall be delivered in
accordance with Section 99 of the Act and a certificate registered in
the names of two or more persons may be delivered to any one of such
persons.
16. If any certificate be worn out or defaced then upon production and
delivery thereof to the Company the Directors may order the same to
be cancelled and may issue a new certificate in lieu thereof and if any
certificate be lost or destroyed then upon application to the Company
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by the owner thereof in accordance with the provisions of Section 94
of the Act the Directors shall issue a duplicate certificate in lieu
thereof.
CALLS
17. The Directors may from time to time (subject to the terms upon which
any shares have been or may be issued) make such calls as they think
fit upon the members in respect of all moneys unpaid on the shares
held by them respectively and may make different calls on different
classes of shares and each member shall pay the amount of every call
so made on him to the persons and at the times and places appointed
by the Directors. A call may be made payable by instalments.
18. Not less than fourteen days' notice of any call shall be given
specifying the time and place of payment and to whom such call shall
be paid.
19. If any sums payable in respect of any shares either for allotment
money instalments calls or otherwise howsoever be not paid on or
before the day appointed for payment thereof the holder for the time
being of the share in respect of which the same shall be due may be
required to pay interest for the same at the rate of Eight per centum
per annum from the day appointed for the payment thereof to the time
of the actual payment or at such lower rates as the Directors may
determine.
20. The Directors may if they think fit receive from any member willing
to advance the same all or any part of the money due upon the shares
held by him beyond the sums actually called for either as a loan
repayable or as a payment in advance of calls and upon the moneys so
paid in advance or so much thereof as from time to time exceeds the
amount of the calls then made upon the shares in respect of which
such advance has been made the Company may pay interest at such
rate as is agreed upon between the member paying such sum in
advance and the Directors, or the Directors may agree with such
member that the member may participate in profits upon the amount
so paid in advance.
FORFEITURE AND LIEN
21. If any member fails to pay any sum payable on or in respect of any
shares either for allotment money instalments or calls on or before the
day appointed for the payment of the same the Directors may at any
time thereafter during such time as the same remains unpaid serve a
notice on such member requiring him to pay the same together with
any interest that may have accrued and all expenses that may have
been incurred by the Company by reason of such non-payment.
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22. The notice shall name a day (not being less than fourteen days from
the date of the notice) on or before which such sum and such interest
and expenses (if any) as aforesaid are to be paid and the place or
places where payment is to be made. The notice shall also state that in
the event of non-payment at or before the time and at the place
appointed the shares in respect of which such sum is payable will be
liable to be forfeited.
23. If the requisitions of any such notice as aforesaid are not complied
with any shares in respect of which such notice has been given may at
any time thereafter before payment of all allotment money calls or
instalments interest and expenses (if any) due in respect thereof be
forfeited by a resolution of the Directors to that effect. Such forfeiture
shall include all dividends interest and other moneys payable in
respect of the forfeited shares and not actually paid before the
forfeiture.
24. Any share so forfeited shall be deemed to be the property of the
Company and the Directors may sell re-allot or otherwise dispose of
the same in such manner as they think fit and in case of re-allotment
with or without any money paid thereon by any former holder thereof
being credited as paid up.
25. The Directors may at any time before any share so forfeited shall have
been sold re-allotted or otherwise disposed of annul the forfeiture
thereof upon such conditions as they think fit.
26. Any member whose shares have been forfeited shall notwithstanding
such forfeiture be liable to pay and shall forthwith pay to the
Company all sums of money interest and expenses owing upon or in
respect of such shares at the time of the forfeiture together with
interest thereon from the time of forfeiture until payment at Eight per
centum per annum and the Directors may enforce the payment thereof
if they think fit.
27. The Company shall have a first and paramount lien or charge upon all
the shares registered in the name of each member (whether solely or
jointly with others) for all moneys payable to the Company in respect
thereof whether the time for the payment thereof shall have actually
arrived or not. Any such lien or charge shall extend to all dividends
from time to time declared in respect of such shares and for the
purpose of enforcing such lien or charge the Directors may sell the
shares subject thereto in such manner as they think fit but no sale shall
be made until such time as aforesaid shall have arrived.
28. In the case of a sale or a re-allotment of forfeited shares or of a sale of
shares to enforce a lien or charge a certificate in writing under the Seal
of the Company that the shares have been duly forfeited re-allotted or
sold in accordance with the regulations of the Company shall be
sufficient evidence of that fact as against all persons entitled to such
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shares immediately before the forfeiture or sale thereof and such
certificate and the receipt of the Company for the price of such shares
shall constitute a good title to the same and the purchaser shall be
registered as the holder thereof discharged from all calls or other
money due in respect thereof prior to such purchase or allotment and
he shall not be bound to see to the regularity of the proceedings or to
the application of the purchase money or consideration nor shall his
title to the shares be affected by any irregularity in the sale forfeiture
or re-allotment. The holder of the certificates of any shares so sold
shall be bound to deliver the same to the Directors.
29. In the case of a sale to enforce a lien or charge the net proceeds of any
such sale shall be applied in or towards satisfaction of the moneys due
to the Company and the residue (if any) paid to the previous holder his
executors administrators or assigns.
30. Whenever any law for the time being of any country State or place
imposes or purports to impose any immediate or future or possible
liability upon the Company to make any payment or empowers any
government or taxing authority or Government Official to require the
Company to make any payment in respect of any shares registered in
the name of any member (whether solely or jointly with others) or in
respect of any dividends bonuses or other moneys paid or due or
payable or which may become due or payable to such member by the
Company on or in respect of any shares registered as aforesaid or for
or on account or in respect of any member and whether in
consequence of—
(a) the death of such member;
(b) the non-payment of any income tax or other tax by such member;
(c) the non-payment of any estate probate succession death stamp or
other duty by the executor or administrator of such member or by
or out of his estate;
(d) any other act or thing;
the Company in such case—
(i) shall be fully indemnified by such member or his executor or
administrator from all liability;
(ii) shall have a lien upon the shares registered in the name of such
member as aforesaid for all moneys paid by the Company in
respect of such shares under or in consequence of any such law;
(iii) shall have a lien upon all dividends bonuses and other moneys
payable in respect of the shares registered in the name of such
member as aforesaid all moneys paid or payable by the Company
in respect of such shares or in respect of any dividend bonus or
other money as aforesaid thereon or for or on account or in
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respect of such member under or in consequence of any such law
together with interest at the rate of Eight per centum per annum
thereon from the date of payment to date of repayment and may
deduct or set off against any such dividend bonus or other
moneys payable as aforesaid any moneys paid or payable by the
Company as aforesaid together with interest as aforesaid;
(iv) may recover as a debt due from such member or his executor or
administrator wherever constituted any moneys paid by the
Company under or in consequence of such law and interest
thereon at the rate and for the period aforesaid;
(v) may if any such money is paid or payable by the Company under
any such law as aforesaid refuse to register a transfer of any
shares by any such member or his executor or administrator until
such money and interest as aforesaid has been set off or deducted
as aforesaid or has been otherwise paid to the Company.
Nothing herein contained shall prejudice or affect any right or remedy which
any such law may confer or purport to confer on the Company and as
between the Company and every such member as aforesaid his executor
administrator and estate wheresoever constituted or situate any right or
remedy which such law shall confer or purport to confer on the Company
shall be enforceable by the Company.
TRANSFER AND TRANSMISSION OF SHARES
31. The instrument of transfer of any share shall be signed both by the
transferor and transferee and the transferor shall be deemed to remain
the holder of such shares until the name of the transferee is entered in
the Register in respect thereof.
32. The instrument of transfer of any share shall be in writing and shall be
in such form as the Directors may from time to time prescribe or
accept.
33. The Directors may refuse to register any transfer of shares without
assigning any reason therefor and their decision shall be absolute. If
the Directors refuse to register any transfer the Company shall within
two months of the date upon which the transfer was lodged with it
send to the transferee notice of the refusal.
34. Every instrument of transfer shall be left at the office for registration
accompanied by the certificate of the shares to be transferred and such
other evidence if any as the Directors may require to prove the title of
the transferor or his right to transfer the shares and Section 98 of the
Act shall apply thereto. The Directors may waive the production of
any certificate upon evidence satisfactory to them of its loss or
destruction.
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35. No transfer of shares in the Company shall be made to a subsidiary of
the Company.
36. The executors or administrators of a deceased member (not being one
of several joint holders) shall be the only persons recognized by the
Company as having any title to the shares registered in the name of
such member and Section 95 of the Act shall apply thereto. In case of
the death of any one or more of the joint holders of any registered
shares the survivor or survivors shall be the only person or persons
recognized by the Company as having any title to or interest in such
shares.
ALTERATIONS IN CAPITAL
37. (1) The Company in General Meeting may from time to time—
(a) consolidate and divide all or any of its share capital into
shares of larger amount than its existing shares;
(b) convert all or any of its paid-up shares into stock and re-
convert that stock into paid-up shares of any denomination;
(c) subdivide its shares or any of them into shares of smaller
amount than is fixed by its Memorandum of Association
provided that in any such subdivision the proportion
between the amount paid and the amount (if any) unpaid on
each reduced share shall be the same as it was in the case of
the share from which the reduced share was derived;
(d) cancel shares which have not been taken or agreed to be
taken by any person or which have been forfeited and
diminish the amount of its share capital by the amount of
the shares so cancelled.
(2) When any shares have been converted into stock—
(a) the several holders of such stock may thenceforth transfer
their respective interests therein or any part of such interests
in the same manner and subject to the same regulations as
and subject to which fully paid up shares in the Company's
capital may be transferred or as near thereto as
circumstances will admit. But the Directors may from time
to time if they think fit fix the minimum amount of stock
transferable and direct that fractions of a dollar (or lesser
amount) shall not be dealt with but with power nevertheless
at their discretion to waive such rules in any particular case;
(b) such stock shall confer on the holders thereof respectively
the same privileges and advantages as regards participation
in the profits and voting at meetings of the Company and
for other purposes as would have been conferred by shares
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in the capital of the Company of equal amount and of the
same class as the shares from which such stock was
converted but so that none of such privileges or advantages
except the participation in profits of the Company or in the
assets of the Company on a winding up shall be conferred
by any such aliquot part of stock as would not if existing in
shares have conferred such privileges or advantages. No
such conversion shall affect or prejudice any preference or
other special privilege attached to the shares so converted.
Save as aforesaid all the provisions herein contained shall
so far as circumstances will admit apply to stock as well as
to shares.
(3) The resolution whereby any share is subdivided may determine
that as between the holders of the shares resulting from such
subdivision one or more of such shares shall have some
preference or special advantage as regards dividend capital
voting or otherwise as compared with the other or others.
38. The Company may from time to time increase the capital by the
creation of new shares of such amount as may be deemed expedient
and all the provisions of these Articles shall apply to the shares in the
new capital in the same manner in all respects as to the shares in the
original capital of the Company.
39. The Company may from time to time by special resolution and subject
to Section 64 of the Act reduce its capital in any way.
GENERAL MEETINGS
40. A General Meeting of the Company shall be held once in every
calendar year succeeding the year of incorporation at such time (not
being more than fifteen months after the holding of the last preceding
General Meeting or in the case of the first such Meeting eighteen
months after the incorporation of the Company) and at such place as
may be determined by the Directors.
41. The above-mentioned General Meetings shall be called Annual
General Meetings and all other General Meetings shall be called
Extraordinary General Meetings.
42. The Directors may whenever they think fit and shall when required
under Section 137 of the Act convene an Extraordinary General
Meeting of the Company and Section 138(1) of the Act shall not
apply.
43. Subject as hereinafter provided when it is proposed to pass a special
resolution twenty-one clear days' notice and in any other case seven
clear days' notice specifying the place day and hour of meeting and in
case of special business the general nature of such business shall
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subject as hereinafter in this Article provided be given by notice sent
by post or otherwise served as hereinafter provided PROVIDED
THAT when it is so agreed in the case of an Annual General Meeting
by all the members entitled to attend and vote thereat and in any other
case by a majority in number of the members having the right to
attend and vote at any such meeting and holding together not less than
ninety-five per centum in nominal value of the shares giving that right
any resolution may be proposed and passed at a meeting of which less
than the foregoing notice has been given.
44. The accidental omission to give any such notice to or the non-receipt
of any such notice by any of the members shall not invalidate any
resolution passed at any such Meeting.
PROCEEDINGS AT GENERAL MEETINGS
45. The ordinary business of an Annual General Meeting shall be to
transact any business which under the Act or these Articles must be
transacted at an Annual General Meeting. All other business
transacted at an Annual General Meeting and all business transacted at
an Extraordinary General Meeting shall be deemed special.
46. The quorum for a General Meeting shall be two members present in
person or by proxy attorney or representative and entitled to vote and
holding or representing in the aggregate not less than fifty per centum
of the issued shares of the Company conferring the right to vote at
such Meeting.
47. The Chairman of Directors shall be entitled to take the Chair at every
General Meeting or if there be no Chairman or if at any Meeting he
shall not be present at the time appointed for holding the Meeting the
members present shall choose another Director as Chairman and if
none of the Directors be present or if all the Directors decline to take
the Chair then the members present shall choose one of their number
to be Chairman.
48. If within fifteen minutes after the time appointed for the Meeting a
quorum is not present the Meeting if convened upon a requisition shall
be dissolved but in any other case it shall stand adjourned to the same
day in the next week at the same time and place and Section 147 of
the Act shall apply. If at such adjourned Meeting a quorum is not
present the Meeting shall be dissolved.
49. Every question submitted to a Meeting shall be decided in the first
instance by a show of hands and in the case of an equality of votes the
Chairman shall both on a show of hands and on a poll have a second
or casting vote.
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50. At any Meeting unless a poll is demanded by the Chairman or by
some member or his proxy attorney or representative a declaration by
the Chairman that any resolution has been carried or carried by a
particular majority or lost or not carried by a particular majority and
an entry to that effect in the book of proceedings of the Company shall
be conclusive evidence of the fact without proof of the number or
proportion of the votes recorded in favour of or against such
resolution.
51. If a poll is demanded as aforesaid it shall be taken in such manner and
at such time and place as the Chairman of the Meeting directs and
either at once or after an interval or adjournment or otherwise and the
result of the poll shall be deemed to be the resolution of the Meeting at
which the poll was demanded. The demand for a poll may be
withdrawn. Section 140(2) of the Act shall apply to votes on a poll.
52. No poll shall be demanded on the election of a Chairman of a Meeting
and a poll demanded on any question of adjournment shall be taken at
the Meeting and without adjournment.
53. The demand of a poll shall not prevent the continuance of a Meeting
for the transaction of any business other than the question on which a
poll has been demanded.
54. The Chairman of a General Meeting may with the consent of the
Meeting adjourn the same from time to time and place to place but no
business shall be transacted at any adjourned Meeting other than the
business left unfinished at the Meeting from which the adjournment
took place and Section 147 of the Act shall apply.
55. Minutes of all proceedings of General Meetings shall be kept in
accordance with Section 148 of the Act.
VOTES OF MEMBERS
56. Subject to any special terms as to voting upon which any shares may
be issued or may for the time being be held on a show of hands every
member present in person or if a corporation by representative shall
have one vote and upon a poll every member present in person by
representative or by proxy or attorney shall have one vote for every
share held by him.
57. If there be joint holders of any shares one only of such holders shall be
entitled to vote in respect of such shares and in case more than one of
such joint holders be present at a meeting personally or by proxy
attorney or representative the vote of the senior who tenders a vote
whether in person or by proxy attorney or representative shall be
accepted to the exclusion of the votes of the other joint holders and for
this purpose seniority shall be determined by the order in which the
names stand in the Register. Several executors or administrators of a
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deceased member in whose name any shares stand shall for the
purposes of this Article be deemed joint holders thereof.
58. Votes may be given either personally or by proxy or attorney or in the
case of a corporation by a representative duly authorized as hereinafter
mentioned.
59. Any corporation being a member and entitled to vote may exercise the
right conferred by Section 140(3) of the Act and authorize any person
to act as its representative at any or all General Meetings of the
Company and such representative shall be entitled to exercise at such
meeting or meetings the same powers in respect of the shares held by
such corporation as if he were the registered holder thereof and
Section 140(4) of the Act shall apply.
60. A proxy may be appointed by instrument in writing under the hand of
the appointor or his attorney or if such appointor is a corporation
under its Common Seal or the hand of its attorney but appointment by
letter telegram or cable to the satisfaction of the Directors shall be
sufficient.
61. The instrument letter telegram or cable appointing a proxy and the
power of attorney (if any) under which it is signed or proof thereof to
the satisfaction of the Directors shall be deposited at the office before
the time for holding the meeting or adjourned meeting at which the
proxy proposes to vote.
62. The instrument letter telegram or cable appointing a proxy shall be
deemed to confer authority to demand or join in demanding a poll and
Section 139(2) of the Act shall apply.
63. A vote given in accordance with the terms of any instrument letter
telegram or cable appointing a proxy or representative or of any power
of attorney shall be valid notwithstanding the previous death of the
principal or revocation of the proxy authority or power of attorney or
transfer of the shares in respect of which the vote is given provided no
intimation in writing of the death revocation or transfer shall have
been received at the office before the meeting.
64. Any member may by power of attorney duly executed in the presence
of one witness at least appoint an attorney to act on his behalf at all
meetings of the Company and such power of attorney or proof thereof
to the satisfaction of the Directors shall before the attorney shall be
entitled to act thereunder be produced for inspection at the office
together with such evidence of the due execution thereof as the
Directors may require and such attorney may be authorized to appoint
a proxy for the member granting the power of attorney.
65. No member shall be entitled to be present or vote either personally or
otherwise at any General Meeting unless all calls presently payable by
him in respect of his shares in the Company have been paid.
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DIRECTORS
66. Until otherwise determined by the Company in General Meeting the
number of Directors shall not be less than three nor more than five.
67. The Directors or the Company in General Meeting by resolution or
any member or members holding a majority of the issued shares of the
Company by writing delivered to the Company may at any time and
from time to time appoint any person to be Director of the Company
either to fill a casual vacancy or as an addition to the Board but so that
the total number of Directors shall not at any time exceed the
maximum number for the time being fixed.
68. No qualification in shares shall be required by a Director for acting
as such.
69. The Directors shall subject to Section 128 of the Act be entitled to be
paid out of the funds of the Company such remuneration for their
services as may from time to time be fixed by the Company in
General Meeting and such remuneration shall be divided among them
in such proportions and manner as the Directors may from time to
time determine and in default of agreement in equal proportions.
The Directors shall also be entitled to be paid such reasonable
travelling hotel and other expenses as may be incurred by them in
consequence of their attendance at meetings of the Directors or of the
Company or whilst otherwise engaged on the business of the
Company.
70. If any Director being willing shall be called upon to perform extra
services or to make any special exertions in going abroad or otherwise
for any of the purposes of the Company the Company may remunerate
the Director for so doing either by a fixed sum or by a percentage of
profits or otherwise as may be determined by the Directors and such
remuneration may be either in addition to or in substitution for his
share in the remuneration above provided.
71. No loan shall be made by the Company to a Director of the Company
or to a Director of a related company as specified in Section 125 of the
Act except as provided by the said Section.
72. The continuing Directors may act notwithstanding any vacancy in
their body but so that if their number falls below the minimum for the
time being fixed the Directors shall not except for the purpose of
filling up vacancies or convening General Meetings act so long as
their number is below the minimum.
73. The Directors for the time being shall continue to hold office subject
only to Articles 74 and 75 hereof.
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74. The office of the Director shall ipso facto be vacated—
(a) if by notice in writing he resign his office;
(b) if he become bankrupt or suspend payment or compound with his
creditors;
(c) if he be found lunatic or become of unsound mind;
(d) if he absent himself from the meetings of Directors during a
period of three consecutive months without special leave of
absence from the Board and the other Directors unanimously
resolve that his office be vacated;
(e) if he is convicted of any offence referred to in paragraphs (a)
(b) and (c) of sub-section (1) of Section 122 of the Act or of an
offence under that sub-section.
75. The Company in General Meeting by resolution or any member or
members holding a majority of the issued shares of the Company by
writing delivered to the Company may at any time and from time to
time remove any Director from office and if thought fit appoint
another person in his stead.
76. No Director shall be disqualified by his office from holding any office
or place of profit under the Company or any company in which this
Company is a shareholder or otherwise interested or from contracting
with the Company either as vendor purchaser or otherwise nor shall
any such contract or any contract or arrangement entered into by or on
behalf of the Company in which any Director shall be in any way
interested be avoided nor shall any Director be liable to account to the
Company for any profit arising from such office or place of profit or
realized by any such contract or arrangement by reason only of such
Director holding that office or of the fiduciary relation thereby
established.
77. (a) A Director may vote in respect of any contract or arrangement in
which he is interested as aforesaid but it shall be his duty to
declare the nature of his interest in the manner required by
Section 123 of the Act and it shall also be the duty of a Director
who holds any office or possesses any property whereby whether
directly or indirectly duties or interests might be created in
conflict with his duties or interests as a Director of the Company
to declare the nature character and extent of the conflict in
accordance with Section 123 of the Act.
(b) It shall be the duty of the Secretary to record in the Minutes of
the Meeting any declarations made or notices given by a Director
as aforesaid.
(c) It shall be the duty of each Director to comply with Sections 124
and 127 of the Act at all times.
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MANAGING DIRECTORS
78. The Directors may from time to time appoint one or more of their
body to be a Managing Director or Managing Directors of the
Company either for a fixed period or without any limitation as to the
period for which such Managing Director or Managing Directors is or
are to hold office and may from time to time (subject to the provisions
of any contract between him or them and the Company) remove or
dismiss him or them from office and if thought fit appoint another or
others in his or their stead.
79. A Managing Director shall (subject to the provisions of any contract
between him and the Company) be subject to the same provisions as
to resignation and removal as the other Directors of the Company and
if he cease to hold the office of Director for any cause whatever he
shall ipso facto and immediately cease to be a Managing Director.
80. The remuneration of a Managing Director shall be fixed by the
Directors and may be by way of salary bonus percentage of profits or
otherwise as the Directors may from time to time determine.
81. The Directors may from time to time entrust to and confer upon the
Managing Director or Managing Directors for the time being or any or
either of them such of the powers exercisable under the Articles of
Association by the Directors as they may think fit and may confer
such powers for such time and to be exercised for such objects and
purposes and upon such terms and conditions and which such
restrictions as they think expedient and they may confer such powers
either collaterally with or to the exclusion of and in substitution for all
or any of the powers of the Directors in that behalf and may from time
to time revoke withdraw alter or vary all or any of such powers.
PROCEEDINGS OF DIRECTORS
82. The Directors may meet together for the despatch of business adjourn
and otherwise regulate their meetings as they think fit and determine
the quorum necessary for the transaction of business and until
otherwise determined two Directors shall be a quorum.
83. A Director may at any time and the Secretary upon the request of a
Director shall summon a meeting of the Directors.
84. Questions arising at any meeting shall be decided by a majority of
votes and in case of an equality of votes the Chairman shall have a
second or casting vote.
85. The Directors may elect a Chairman of their meetings and determine
the period for which he is to hold office but if no Chairman is elected
or if at any meeting the Chairman is not present at the time appointed
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for holding the same the Directors present shall choose one of their
number to be Chairman of such meeting.
86. A meeting of the Directors for the time being at which a quorum is
present shall be competent to exercise all or any of the authorities
powers and discretions by or under the Articles of Association of the
Company for the time being vested in or exercisable by the Directors
generally.
87. A resolution in writing signed by all the Directors shall have the same
force and effect as a resolution passed at a meeting of Directors
notwithstanding that such resolution shall not have been passed at a
meeting of Directors.
88. The Directors may by resolution power of attorney or writing delegate
any of their powers to committees consisting of such member or
members of their body as they think fit. Any committees so formed or
so appointed shall in the exercise of the powers so delegated conform
to any regulations that may from time to time be imposed on it by the
Directors.
89. The meeting and proceedings of any committee shall be governed by
the provisions herein contained for regulating the meetings and
proceedings of the Directors so far as the same are applicable thereto
and not superseded by any regulations made by the Directors under
the last preceding Article.
90. All acts done at any meeting of the Directors or by a committee of
Directors or by any person acting as a Director shall notwithstanding
that it shall afterwards be discovered that there was some defect in the
appointment of such Directors or persons acting as aforesaid or that
they or any of them were disqualified be as valid as if every such
person had been duly appointed and was qualified to be a Director.
91. Minutes of all proceedings at meetings of the Directors shall be kept
in accordance with Section 148 of the Act.
ALTERNATES
92. Any Director may from time to time appoint any person approved for
the purpose by the Directors to act as his Alternate during his absence
from the place where the meetings are held or inability for any other
reason to act as such Director and on such appointment being made
the Alternate shall (except as regards remuneration) be subject in all
respects to the terms and conditions existing with reference to the
other Directors and each Alternate while so acting shall exercise and
discharge all the powers and duties of the Director he represents and
shall alone be responsible to the Company for his own acts and
defaults. A Director may at any time revoke the appointment of any
Alternate appointed by him and if for any reason such Director shall
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cease to be a Director then the person appointed by him shall
thereupon cease to have any power or authority as Alternate. An
Alternate shall look for his remuneration to the Director appointing
him and not to the Company but shall be entitled to be paid such
reasonable travelling hotel and other expenses as may be incurred by
him in consequence of his attendance at meetings of the Directors or
of the Company or whilst otherwise engaged on the business of the
Company. Any appointment or revocation under this Article shall be
effected by notice in writing given to the Company. An Alternate shall
not require any share qualification.
ASSOCIATE DIRECTORS
93. The Directors may at any time and from time to time appoint any
persons to be Associate Directors and at any time remove from office
any person so appointed. The Directors may define and limit the
powers and duties of such Associate Directors and may determine
their remuneration for such services but so that such remuneration
shall not be by way of a commission on or a percentage of profits or
turnover. An Associate Director as such shall not—
(a) be a member of the Board of Directors and shall only be entitled
to attend at meetings of the Board by invitation;
(b) be reckoned in a quorum for any meeting of the Board;
(c) be entitled to vote at any such meeting.
POWERS OF DIRECTORS
94. The management of the business of the Company shall be vested in
the Directors and the Directors may exercise all such powers and do
all such acts and things as the Company is by its Memorandum of
Association or otherwise authorized to exercise and do and are not
hereby or by statute directed or required to be exercised or done by the
Company in General Meeting but subject nevertheless to the
provisions of the Act and of these Articles and to any regulations not
being inconsistent with these Articles from time to time made by the
Company in General Meeting; provided that no such regulation shall
invalidate any prior act of the Directors which would have been valid
if such regulation had not been made.
95. The Directors may from time to time at their discretion borrow or
raise any sum or sums of money for the purpose of the Company and
may secure the repayment of such sum or sums or any debts liabilities
contracts or obligations incurred or undertaken by the Company in
such manner and upon such terms and conditions in all respects as
they think fit and in particular by the issue of bonds perpetual or
redeemable debentures or debenture stock or any mortgage charge or
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other security on the undertaking or the whole or any part of the
property of the Company both present and future including its
uncalled capital for the time being.
LOCAL MANAGEMENT
96. The Directors may from time to time provide for the management and
transaction of the affairs of the Company in any specified locality
whether in or outside the State of Victoria in such manner as they
think fit and the provisions contained in the four next following
Articles shall be without prejudice to the general powers conferred by
this Article.
97. The Directors from time to time and at any time may establish any
local boards or agencies for managing any of the affairs of the
Company in any such specified locality and may appoint any persons
to be members of such local board or any managers or agents and may
fix their remuneration. And the Directors from time to time and at any
time may delegate to any person so appointed any of the powers
authorities and discretions for the time being vested in the Directors
other than the power of making calls and may authorize the members
for the time being of any such local board or any of them to fill up any
vacancies therein and to act notwithstanding vacancies; and any such
appointment or delegation may be made on such terms and subject to
such conditions as the Directors may think fit and the Directors may at
any time remove any person so appointed and may annul or vary any
such delegation.
98. The Directors may at any time and from time to time by power of
attorney under the Company's Seal appoint any person or persons to
be the attorney or attorneys of the Company for such purposes and
with such powers authorities and discretions (not exceeding those
vested in or exercisable by the Directors under these Articles) and for
such period and subject to such conditions as the Directors may from
time to time think fit; and any such appointment may (if the Directors
think fit) be made in favour of the members or any of the members of
any local board established as aforesaid or in favour of any company
or of the members directors nominees or managers of any such
company or firm or in favour of any fluctuating body of persons
whether nominated directly or indirectly by the Directors; and any
such powers of attorney may contain such provisions for the
protection or convenience of persons dealing with such attorney or
attorneys as the Directors may think fit.
99. (a) Any such delegates or attorneys as aforesaid may be authorized
by the Directors to sub-delegate all or any of the powers
authorities and discretions for the time being vested in them.
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(b) The provisions of this and the preceding two Articles shall be
supplemental to the powers conferred on the Company by
Section 35(3) of the Act.
100. The Company may exercise the powers conferred by Section 157 of
the Act and may cause to be kept in any place outside Victoria a
Branch Register of members. The Directors may subject to the
provisions of Section 157 of the Act make from time to time such
provisions as they think fit respecting the keeping of any such Branch
Register and the transfer of shares to on or from any such Branch
Register and may comply with the requirements of any local law.
SEALS
101. (a) The Directors shall provide for the safe custody of the Common
Seal and such Seal shall never be used except by the authority of
the Directors. The affixing of the Common Seal to any
documents shall be attested by one Director and the Secretary or
in such other manner as the Directors may from time to time
determine (including the use of facsimile signatures if they so
determine).
(b) The Company may exercise the power conferred by Section 93
of the Act and have a duplicate Common Seal which shall be a
facsimile of the Common Seal of the Company with the addition
on its face of the words "Share Seal". The Share Seal shall only
be used in sealing Share Certificates of the Company and shall
be used and affixed in like manner to the Common Seal of the
Company.
(c) The Company may exercise the power conferred by
Section 35(5) of the Act and have for use in any place outside
Victoria an Official Seal which shall be a facsimile of the
Common Seal of the Company with the addition on its face of
the name of every place where it is to be used. The person
affixing any such Official Seal shall in writing under his hand
certify on the instrument to which it is affixed the date on which
and the place at which it is affixed.
CHEQUES, BILLS, ETC.
102. All cheques bills of exchange promissory notes and other negotiable
instruments shall be signed drawn accepted made or endorsed as the
case may be for and on behalf of the Company in such manner as the
Directors may from time to time determine (including use of facsimile
signatures if they so determine).
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RESERVE FUND
103. Before declaring any dividend the Directors may set aside out of the
profits of the Company such sums as they think proper as a Reserve
Fund to meet depreciation or contingencies or for equalizing
dividends or for paying a dividend if the profits shall be insufficient
for that purpose or if there shall be no profits or for repairing or
improving and maintaining any of the property of the Company and
for such other purposes as the Directors shall in their absolute
discretion think conducive to the interests of the Company and the
Directors may invest the several sums so set aside upon such
investments and securities (other than shares of the Company) as they
may think fit or they may place the same or any part thereof either
upon deposit or at call at interest with any Bank or Banking Institution
or with any corporation receiving money on deposit and may from
time to time deal with and vary any such investments and securities
and dispose of all or any part thereof for the benefit of the Company
and may divide the Reserve Fund into such Special Funds as they may
think fit with full power to employ the assets constituting the Reserve
Fund in the business of the Company and that without being bound to
keep the same separate from the other assets.
DIVIDENDS
104. Subject to the provisions of the last preceding Article as to Reserve
Fund and to the rights of members entitled to any shares having any
preferential special or qualified rights attached thereto the profits (if
any) of the Company shall be divisible among the members in
proportion to the amounts paid up on the shares held by them
respectively (and notwithstanding that a larger amount is paid up on
some shares than on others) provided that where capital is paid up in
advance of calls on the footing that the same shall carry interest such
capital shall not whilst carrying interest confer a right to participate in
profits.
105. The Director may from time to time declare a dividend or interim
dividend to be paid to the members according to their rights and
interests in the profits.
106. No dividend shall be payable except out of the profits of the Company
and no dividend shall carry interest as against the Company. The
declaration of the Directors as to the amount of the net profits shall be
conclusive.
107. Unless forbidden by the member concerned to use the post for the
purpose any dividends may be paid by cheque or warrant sent through
the post to the registered address of the member entitled or in the case
of joint holders to that one whose name stands first on the Register in
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respect of the joint holding and every cheque so sent may be made
payable to the order of the person to whom it is sent and shall be at his
risk.
108. The Directors may—
(a) capitalize any sum or sums representing undivided profits
(including any profits standing to the credit of any Reserve or
Reserves) and distribute the same amongst such of the members
as would be entitled to receive the same if distributed by way of
dividend and in the same proportions on the footing that they
become entitled thereto as capital and that all or any part of such
capitalised fund be applied on behalf of such members in paying
up in full either at par or at such premium as the Directors may
provide any unissued shares of the Company which shall be
distributed accordingly or in or towards payment of the uncalled
liability on any issued shares and that such distribution or
payment shall be accepted by such members in full satisfaction
of their respective rights and interests in the sum or sums so
capitalised:
(b) resolve that any moneys standing to the credit of any shares
premiums account be applied—
(i) in paying up unissued shares to be issued to shareholders of
the Company as fully paid bonus shares;
(ii) in paying up in whole or in part the balance unpaid on
shares previously issued to shareholders of the Company;
(iii) in the payment of dividends if such dividends are satisfied
by the issue of shares to shareholders of the Company;
(iv) in writing of—
(aa) the preliminary expenses of the Company; or
(bb) the expenses of or the commission or brokerage paid
or discount allowed on any issue of shares or
debentures of the Company; or
(v) in providing for the premium payable on redemption of
debentures or redeemable preference shares;
(c) pay any dividend by the distribution of specific assets and in
particular of paid up shares debentures or debenture stock of the
Company or paid up shares debentures or debenture stock of any
other company or in any one or more of such ways.
109. For the purpose of giving effect to this Article the Directors may
whenever any difficulty arises in regard to the distribution settle the
same as they think expedient and in particular may issue fractional
certificates or make partial payments in cash and may fix the value for
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distribution of specific assets or any part thereof and may determine
that cash payments be made to or by any member upon the fitting of
the value so fixed in order to adjust the rights of all parties and may
vest any shares debentures debenture stock or specific assets in
trustees upon trust for the persons entitled thereto as may seem
expedient.
109A. All dividends unclaimed shall be dealt with in accordance with the
Unclaimed Moneys Act 1962.
ACCOUNTS
110. The Directors shall cause to be kept proper books of account in which
shall be kept full true and complete accounts of the affairs and
transactions of the Company.
111. The books of account shall be kept in accordance with Section 161 of
the Act and shall at all times be open to inspection by the Directors.
112. The Directors shall from time to time (subject to the provisions of
Section 161 of the Act) determine whether and to what extent and at
what times and places and under what conditions or regulations the
accounts and books of the Company or any of them shall be open to
the inspection of the members; and no member (not being a Director)
shall have any right of inspecting any accounts or book or document
of the Company except as conferred by statute or authorized by the
Directors or by a resolution of the Company in General Meeting.
113. At a General Meeting in each year the Directors shall lay before the
Company a Balance Sheet Profit and Loss Account and Statutory
Declaration and Reports thereon as required by Section 162 of the Act
made up to a date as near the day of the meeting as can conveniently
be fixed and being not more than six months prior thereto and such
documents shall prior to each such General Meeting be sent to all
persons entitled to receive them in accordance with Section 163 of the
Act.
AUDIT
114. Unless in accordance with Section 165(10) of the Act (if applicable to
the Company) an Auditor need not be appointed in any year the
Company shall comply with Section 165(1) or (2) of the Act in each
year and the eligibility appointment removal remuneration rights and
duties of any auditor appointed thereunder shall be regulated by
Sections 9, 165 and 167 of the Act.
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NOTICES
115. A notice may be served by the Company upon any member either
personally or by sending it by prepaid post telegram telex or
cablegram addressed to such member at his registered place of
address. If any such place of address is not within the State of Victoria
all notices shall be sent by airmail telegram telex or cablegram.
116. Each holder of registered shares whose registered place of address is
not in the State of Victoria may from time to time notify in writing to
the Company an address in the State of Victoria which shall be
deemed his registered place of address within the meaning of the last
preceding Article.
117. All notices with respect to any shares to which persons are jointly
entitled shall be given to whichever of such persons is named first in
the Register and notice so given shall be sufficient notice to all the
holders of such shares.
118. Any notice sent shall be deemed to have been served on such day
following that on which it is remitted as is set out hereunder—
(1) if by ordinary post to an address within the State of Victoria or
by telegram telex or cablegram to any address—the day
following:
(2) if by airmail to an address outside the State of Victoria and
within the Commonwealth of Australia—the third day following:
(3) if by airmail to an address outside the Commonwealth of
Australia—the fifth day following:
In proving such service a certificate in writing signed by any officer of
the Company stating that the notice was duly remitted shall be
conclusive evidence thereof.
119. Every person who by operation of law transfer or other means
whatsoever shall become entitled to any share shall be bound by every
notice in respect of such share which previously to his name and
address being entered on the Register shall be duly given to the person
from whom he derives his title to such share.
120. Any notice or document sent to any member in pursuance of these
Articles shall notwithstanding such member be then deceased and
whether or not the Company have notice of his decease be deemed to
have been duly served in respect of any shares whether held solely or
jointly with other persons by such member until some other person be
registered in his stead as the holder or joint holder thereof and such
service shall for all purposes of these Articles be deemed a sufficient
service of such notice or document on his heirs executors or
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administrators and all persons if any jointly interested with him in any
such share.
121. The signature to any notice to be given by the Company may be
written or printed.
WINDING UP
(1) If the Company shall be wound up whether voluntarily or
otherwise the liquidators may with the sanction of a special
resolution divide among the contributories in specie or kind any
part of the assets of the Company and may with the like sanction
vest any part of the assets of the Company in trustees upon such
trusts for the benefit of the contributories or any of them as the
liquidators with the like sanction shall think fit.
(2) If thought expedient any such division or vesting may be
otherwise than in accordance with the legal rights of the
contributories and in particular any class may be given
preferential or special rights or may be excluded altogether or in
part; but in case any division or vesting otherwise than in
accordance with the legal rights of the contributories shall be
determined on any contributory who would be prejudiced
thereby shall have a right to dissent and ancillary rights as if such
determination were a special resolution passed pursuant to
Section 270 of the Act.
INDEMNITY
122. Every officer of the Company or any person (whether an officer of the
Company or not) employed by the Company as Auditor shall be
indemnified out of the funds of the Company against all liability
incurred by him as such officer or Auditor in defending any
proceedings whether civil or criminal in which judgment is given in
his favour or in which he is acquitted or in connection with any
application in relation thereto under Section 365 of the Act in which
relief is granted to him by the Court.
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ENDNOTES
General Information
The Alcoa of Australia (W.A.) N.L. Act 1971 was assented to on 27 April
1971 and came into operation on 27 April 1971.
Endnotes
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39
2. Table of Amendments
This Version incorporates amendments made to the Alcoa of Australia
(W.A.) N.L. Act 1971 by Acts and subordinate instruments.
–––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––
Corporations (Consequential Amendments) Act 2001, No. 44/2001
Assent Date: 27.6.01
Commencement Date: S. 3(Sch. item 5) on 15.7.01: s. 2
Current State: This information relates only to the provision/s
amending the Alcoa of Australia (W.A.) N.L. Act
1971
–––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––
Endnotes
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40
3. Explanatory Details
No entries at date of publication.
Endnotes