英文公司章程(澳大利亚)

Corporations Act 2001 (Cth)

A Company Limited by Shares

TH

E

CONSTITUTIO

N

(

章

程

)

of

XXXX

Pt

y

Lt

d

ABN: XXXXXXXXXXXXX

PAR

T

ONE -

GENERA

L

1

(Name)

. The name of the

XXXXX (AUST)

Pt

y

Lt

d.

2

(Limite

d

Liability)

. The liability of members is limited.

3

(Replaceabl

e

Rules)

.

The

provisions

of

the

Corporations

Act

2001

(Cth)

which

operate as replaceable rules apply to the company where they have been expressly

included herein. Where the replaceable rules have not been included they are

expressly

excluded.

Where

there

is

only

one

(1)

director

and

that

director

is

also

the sole shareholder the replaceable rules do not apply.

4

(Interpretation).

(a)

In this constitution unless the context otherwise requires the

following words and phrases shall have the following meanings:

‘

ASIC

’

means the

Australian Securities and Investments Commission;

‘

Con stitution

’

means this

constitution and all subsequent amendments to it;

‘

Corporation

s

Act

’

means the

Corporations Act 2001 (Cth);

‘

genera

l

meeting

’

means a meeting of the company

’

s

members;

‘

Member

s

Register

’

means the register of members to be kept pursuant to

the Corporations Act;

‘

’

means the registered office for the time being of

the company;

‘

replaceabl

e

rules

’

means the replaceable rules referred to in the

Corporations

Act;

‘

Seal

’

means

the

common

seal

(if

any)

of

the

company; < /p>

‘

Secretary

’

means any person appointed to perform the duties of a secretary of the company;

‘

Section

’

< br> means a section of the Corporations Act.

(b)

The dictionary in Part 12 Division 1 of the Corporations Act applies

to this Constitution as if that dictionary were fully set out herein;

(c)

Where in any Chapter of the Corporations Act there are particular

definitions or dictionaries applying to that Chapter or any part of that Chapter

then to the extent such definitions or dictionaries are applicable to this

Constitution they are to apply as if they were fully set out herein;

(d)

Where a Section is referred to in this Constitution it is a Section

of the Corporations Act.

PAR

T

TWO

-

GENERA

L

MEETING

S

5.

Callin

g

an

d

notic

e

o

f

Genera

l

Meeting

s

(a)

(Callin

g

Genera

l

Meetings)

.

Any

director

of

the

company

or

the

company

1

secretary on the written request of any director or of any shareholder holding

not less than ten percent (10%) of the voting shares in the company may call a

meeting of the company

’

s members.

(b)

(Service)

. A notice of general meeting must in writing and be served

on

each

member

entitled

to

attend

and

vote

at

the

general

meeting,

on

each

director

of the company and if the company has appointed an auditor on the auditor of the

company. For a notice to be effectively served it must be either:

(i)

posted

to

the

member,

director

or

auditor

at

his,

her,

its

last

known

address; or

(ii)

personally handed to the directors, auditor or member concerned. In

the case of a member that is not a natural person by being left at its registered

office or handed to a director of that corporate member.

(c)

(Dat

e

o

f

Service)

. A notice shall be deemed to have been served:

(i)

in the case of a notice served by post two days after posting;

(ii)

in the case of a notice served personally on the date it is handed

to the

recipient or left

at the registered office or handed to a director

of that

corporate member.

(d)

(Content

s

o

f a

Notic

e

–

Sectio

n

249L)

. A notice of a meeting of a

company

’

s members must:

(i)

Set out the place date and time for the meeting (and, if the meeting

is

to

be

held

in

two

or

more

places,

the

technology

that

will

be

used

to

facilitate

this); and

(ii)

State the general nature of the business;

(iii) If a special resolution is to be proposed at the meeting, set out an

intention

to

propose the special

resolution and state

the resolution;

and

(iv)

If a member is entitled to appoint a proxy, the proxy must contain a

statement setting out the following information:

(A)

that a member has the right to appoint a proxy;

(B)

whether or not the proxy needs to be a member of the company; and

(C)

that a member who is entitled to cast two or more votes may appoint

two proxies and may specify the proportion or number of votes each proxy is

appointed to exercise.

6.

Quorum

(a)

(Quoru

m

–

Sectio

n

249

T

–

a

replaceabl

e

rule)

.

The

quorum

for

a

meeting

of

the

company

’

s

members

is

two

members

and

the

quorum

must

be

present

at

all

times

during the meeting.

(b)

(Determinin

g

whethe

r

quoru

m

i

s

presen

t

–

Sectio

n

249T(2

)

–

a

replaceabl

e

rule)

.

In

determining

whether

a

quorum

is

present,

count

individuals

attending as proxies

or body corporate representatives. However, if a member has

appointed more than one proxy or representative, count only one of them. If an

individual is attending both as a member and as a proxy or body corporate

representative, count them only once.

2

Note 1: For rights to appoint proxies, see section 249X.

Note 2: For body corporate representatives, see section 250D.

(c)

(N

o

quoru

m

presen

t

–

Sectio

n

249T(3

)

–

a

replaceabl

e

rule)

.

A

meeting

of the company

’

s members that does not have a quorum present within thirty (30)

minutes

after

the

time

for

the

meeting

set

out

in

the

notice

of

meeting

is

adjourned

to

the

date,

time

and

place

the

directors

specify.

If

the

directors

do

not

specify

one or more of those things, the meeting is adjourned to:

(i) if the date is not specified, the same day in the next week; and

(ii) if the time is not specified, the same time; and

(iii) if the place is not specified, the same place.

(d)

(N

o

quoru

m

a

t

resume

d

meeting

s

–

Sectio

n

249T(4

)

–

a

replaceabl

e

rule)

.

If no quorum is present at the resumed meeting within thirty (30) minutes after

the time for the meeting, the meeting is dissolved.

7.

Chairperson

(a)

(Electio

n

o

f

Chairperson)

.

The

members

shall

elect

an

individual

who

is a member of the company (or a representative of a member of the company) to

chair general meetings.

(b)

(Standin

g

Chairperson)

. The members may elect a person to be a

standing chairperson and that person shall chair all general meetings at which

he or she is present.

(c)

(Interi

m

Chairperson)

. In the event that the elected standing

chairperson is not in attendance within ten (10) minutes of the time when the

general meeting is convened then the members present shall elect an individual

who

is

a

member

of

the

company

(or

a

representative

member

of

the

company)

to

chair

that general meeting but only during the absence of the standing chairperson. If

the standing chairperson joins the general meeting after the election of a

chairperson

for

that

general

meeting

then

the

standing

chairperson

shall

take

over

as chairperson of the meeting.

8.

(Chairperson

’

s

castin

g

vot

e

–

Sectio

n

250E(3

)

–

a

replaceabl

e

rule)

. The

chairperson

has

a

casting

vote,

and

also,

if

he

or

she

is

a

member,

any

vote

he or she has in his or her capacity as a member.

Note 1: The chairperson may be precluded from voting, eg. by a conflict

of interest. Note 2: For rights to appoint proxies, see Section 249X.

9.

Adjournments

(a)

(Chairperso

n

mus

t

adjour

n

Sectio

n

249U(4

)

–

a

replaceabl

e

rule)

.

The

chairperson

must

adjourn

a

general

meeting

if

the

members

present

with

a

majority

of votes at the general meeting agree or direct that the chairperson must do so.

(b)

(Busines

s

a

t

adjourne

d

genera

l

meeting

s

–

Sectio

n

249

W

–

a

replaceabl

e

rule)

. Only unfinished business is to be transacted at a general meeting resumed

after an adjournment.

(c)

(Notic

e

o

f

adjourne

d

genera

l

meeting

s

–

Sectio

n

249

M

–

a

replaceabl

e

rule)

. When a general meeting is adjourned, a new notice of the resumed general

3

meeting must be given if the general meeting is adjourned for one month or more.

10.

Votin

g

an

d

Poll

s

(a)

(Sho

w

o

f

hand

s

Sectio

n

250J(1

)

–

a

replaceabl

e

rule)

. A resolution

put to the vote at a general meeting must be decided on a show of hands unless

a poll is demanded.

(b)

(Prox

y

vote

s

Sectio

n

250J(1A

)

–

a

replaceabl

e

rule)

. Before a vote

is taken the chairperson must inform the general meeting whether any proxy votes

have been received and how the proxy votes are to be cast.

(c)

(Resul

t

Sectio

n

250J(2

)

–

a

replaceabl

e

rule)

. On a show of hands,

a declaration by the chairperson is conclusive evidence of the result, provided

that the declaration reflects the show of hands and the votes of the proxies

received. Neither the chairperson nor the minutes of the general meeting need to

state the number or proportion of the votes recorded in favour or against.

(d)

(Whe

n a

pol

l

mus

t

b

e

take

n

–

Sectio

n

250M(1

)

–

a

replaceabl

e

rule)

.

A

poll

demanded

on

a

matter

other

than

the

election

of

a

chairperson

or

the

question

of an adjournment must be taken when and in the manner the chairperson directs.

(e)

(Electio

n

o

f

chai

r

o

r

adjournmen

t

–

Sectio

n

250M(2

)

–

a

replaceabl

e

rule)

.

A

poll

on

the

election

of

a

chairperson

or

on

the

question

of

an

adjournment

must be taken immediately.

(f)

(Sho

w

o

f

hand

s

o

r

pol

l

Sectio

n

250E(1

)

–

a

replaceabl

e

rule)

.

Subject

to

any

rights

or

restrictions

attached

to

any

class

of

shares,

at

a

general

meeting:

(i) on a show of hands, each member has one vote; and

(ii) on a poll, each member has one vote for each share they hold.

(g)

(Jointl

y

hel

d

shares)

. If a share is held jointly and more than one

member

votes

in

respect

of

that

share,

only

the

vote

of

the

member

whose

name

appears

first in the register of members counts.

(h)

(Menta

l

Incapacity)

. If a member is of unsound mind or is a person

whose

estate

is

liable

to

be

dealt

with

in

any

way

under

the

laws

relating

to

mental

health, the member

’

s committee or trustee or such other person as may properly

have the management of his or her estate may exercise any rights of the member

in

relation

to

a

general

meeting

as

if

the

committee,

trustee

or

other

person

were

the member.

(i)

(Unpai

d

Calls)

. A member shall not be entitled to vote at a general

meeting

unless

all

calls

and

other

sums

presently

payable

by

the

member

in

respect

of shares in the company have been paid.

(j)

(Objection

s

t

o

righ

t

t

o

vote)

. A challenge to a right to vote at a

general meeting:

(i) may only be made at the meeting; and

(ii) must be determined by the chair, whose decision is final.

11.

Proxies

(a)

(Appointmen

t

o

f

Prox

y

–

Sectio

n

249X(1

)

–

a

replaceabl

e

rule)

. A

member

who

is entitled

to

attend

and cast a vote

at a general

meeting may appoint

a person as the member

’

s proxy to attend and vote for the member at that general

meeting.

(b)

(Proportio

n

o

r

numbe

r

o

f

vote

s

–

Sectio

n

249X(2

)

–

a

replaceabl

e

rule)

.

The appointment may specify the proportion or number of votes that the proxy may

4

exercise.

(c)

(Members

’

entitlemen

t

t

o

appoin

t

mor

e

tha

n

on

e

prox

y

–

Sectio

n

249X(3

)

–

a

replaceabl

e

rule)

. If the member is entitled to cast two or more votes at the

general meeting, that member may appoint two proxies. If the member appoints two

proxies

and

the

appointment

does

not

specify

the

proportion

or

number

of

the

member

’

s

votes each proxy may exercise half of the votes. Where this results in fractions

of votes then these fractions are to be disregarded.

(d)

(Instrumen

t

o

f

Proxy)

. An instrument appointing a proxy shall be in

writing under the hand of the appointor or of the appointor

’

s attorney duly

authorised in writing or, if the appointor is a corporation, either under seal

or under the hand of an officer or attorney duly authorised.

(e)

(Particula

r

Resolution)

.

An

instrument

appointing

a

proxy

may

specify

the manner in which the proxy is to vote in respect of a particular resolution

and, where an instrument of proxy so provides, the proxy shall not be entitled

to vote on the resolution except as specified in the instrument.

(f)

(Abstention)

. An instrument appointing a proxy may specify that the

proxy is to abstain from voting in respect of a particular resolution and, where

an instrument of proxy so provides, the proxy shall not vote in respect of the

resolution.

(g)

(Deman

d

fo

r

Poll)

. An instrument appointing a proxy shall be deemed

to confer authority to demand or join in demanding a poll.

(h)

(For

m

o

f

Proxy)

. An instrument appointing a proxy shall be in the

following form or in a form that is as similar to the following form as the

circumstances allow:

FORM

APPOINTMENT OF PROXY I/We, _________________________,

of ________________________, being a member/members of the abovenamed

company,

hereby

appoint

_____________________

of

_________________________

or,

failing

him/her,

_____________________

of

_________________________

or,

failing

him/her,

the

chairperson

of

the

meeting

as

my/our

proxy

to

vote

for

me/us and on my/our behalf* at all general meetings of the company until

further

notice/*

at

the

*annual

general/*general

meeting

of

the

company

to

be held on the ______ day of _______________ 20____ and at any adjournment

of

that

meeting.

*My/our

proxy

is

entitled

to

vote

with

respect

to

*_______%

of my/our shares/*_____ shares. This form is to be used in accordance with

the directions below. Unless the proxy is directed, he/she may vote or

abstain as he/she thinks fit.

For Against Abstain [Description of

resolution] *Strike out whichever is

not desired.

5

(Signature)

INSTRUCTION

S

FO

R

EXECUTIO

N

O

F

FOR

M

O

F

PROX

Y

(i)

To direct the appointee to cast all votes covered by this instrument

in

respect

of

an

item

of

business

in

a

particular

manner

either

on

a

show

of

hands

or

on

a

poll,

place

a

sufficient

indication

(including,

without

limitation,

a

tick

or a cross) in the relevant box in respect of that item of business.

(ii)

To

direct

the

appointee

to

cast

some

only

of

the

votes

covered

by

this

instrument

in

respect

of

an

item

of

business

in

a

particular

manner,

place

in

the

relevant box in respect of that item of business either the number of votes to

be cast in that manner on a poll or the percentage of the total votes covered by

this instrument to be so cast on a poll. This direction, if given, is also an

instruction to the appointee to vote according to the appointee

’

s discretion on

a show of hands.

(i)

(Receip

t

o

f

Proxy)

. An instrument appointing a proxy shall not be

treated

as

valid

unless

the

instrument

of

proxy,

and

the

power

of

attorney

or

other

authority

(if

any)

under

which

the

instrument

is

signed

or

a

notarially

certified

copy of that power or authority, is or are:

(i)

deposited, not less than 48 hours before the time for holding the

general meeting or adjourned general meeting at which the person named in the

instrument proposes to vote at the office or at such other place in Australia is

specified for that purpose in the notice convening the general meeting; or

(ii)

in the case of a poll, deposited not less than 24 hours before the

time appointed for the taking of the poll, at the office or at such other place

in

Australia

as

is

specified

for

that

purpose

in

the

notice

convening

the

general

meeting; or

(iii) in any case, handed to the Chairperson of the general meeting prior

to the commencement of the general meeting.

(j)

(Standin

g

Proxy)

. Notwithstanding anything elsewhere contained the

appointment of a proxy may be a standing one.

(k)

(Validit

y

i

f

deat

h

incapacit

y

o

r

revocation)

.

Unless

the

company

has

received

written

notice

of

the

death

of

the

member

before

the

start

or

resumption

of the general meeting at which a proxy votes, a vote cast by the proxy will be

valid even if died before the proxy votes:

(i)

the appointing member dies; or

(ii)

the member is mentally incapacitated; or

(iii) the member revokes the proxy

’

s appointment; or

(iv)

the

member

revokes

the

authority

under

which

the

proxy

was

appointed

by a third party; or

(v)

the

member

transfers

the

share

in

respect

of

which

the

proxy

was

given.

(l)

(Prox

y

an

d

membe

r

present)

. A proxy

’

s authority to vote is suspended

while the member is present at the general meeting.

12.

Convenin

g

o

f

Genera

l

Meeting

s

(a)

(Severa

l

locations)

. The company may hold a general meeting at two

or more venues using any form of technology that gives the members as a whole a

reasonable opportunity to participate.

(b)

(Genera

l

meeting

s

i

n

Australia)

.

Notwithstanding

anything

elsewhere

6

contained

unless

all

members

entitled

to

attend

and

vote

at

general

meetings

agree

in

writing

to

the

contrary

all

general

meetings

of

members

must

be

held

in

Australia

and in a State in which the majority of members reside or have their place of

business. If there is no such State then the State in which the greatest number

of members reside or have their place of business.

13.

Resolution

s

o

f

Member

s

withou

t a

Genera

l

Meetin

g

(a)

(Signe

d

minut

e

o

f

resolution)

. Subject to section 249A the company

may pass a resolution without a general meeting being held if all the members

entitled to vote on the resolution sign a document containing a statement that

they are in favour of the resolution set out in the document.

(b)

(Severa

l

counterparts)

. A minute of resolution passed pursuant to

paragraph (a) may be signed in separate copies provided the resolution and the

statement are identical in all copies.

(c)

(Tim

e

passed)

. A resolution passed pursuant to paragraph (a) or (b)

shall for all the purposes of this Constitution be passed when the last member

signs the document or counterpart.

(d)

(On

e

Member)

. Where the Company has only one member, a document

recording

the

resolution

and

the

date

and

time

and

signed

by

the

member

shall

for

all purposes be a validly passed resolution. Where the one member is a company,

a corporate representative approved for that company under Section 250D of the

Corporations Act may sign such resolution.

(e)

(Notification)

. Where under the Corporations Act there is a

requirement

that

information

or

documents

be

given

to

members

then

that

requirement

shall

be

satisfied

if

such

information

or

documents

are

given

to

the

members

with

the document to be signed.

(f)

(Lodgement)

. Where under the requirements of the Corporations Act a

copy of the notice of the general meeting must be lodged with ASIC, it shall be

sufficient

if

the

copy

of

the

documents

signed

by

the

members

is

lodged

with

ASIC

and if there is a requirement that a copy of any other document or information

be lodged with ASIC then it will be sufficient if that information or documents

are so lodged.

PAR

T

THREE -

DIRECTOR

S

AN

D

OTHE

R

OFFICER

S

14.

Appointmen

t

o

f

Director

s

(a)

(Appointmen

t

o

f

director

s

b

y

members)

. Provided a person has

consented

in

writing

to

be

appointed

as

a

director

of

the

company

then

the

company

may

appoint

a

person

as

a

director

by

resolution

to

that

effect

passed

at

a

general

meeting. The Company must have at least one director at all times.

(b)

(Appointmen

t

o

f

director

s

b

y

othe

r

directors)

.

Provided

a

person

has

consented

in

writing

to

be

appointed

as

a

director

of

a

company

then

the

directors

of the company may by directors

’

resolution appoint that person as a director of

the company.

(c)

(Ter

m

o

f

appointment)

. The resolution appointing a director may

specify

the

term

of

his/her

appointment.

Where

no

such

term

is

specified

then

that

person shall continue as a director:

(i)

until any other director

’

s term of appointment comes to an end and

7

then that appointee shall be eligible for reappointment; or

(ii)

where

the

other

directors

do

not

have

any

term

or

terms

of

appointment

then the appointee shall continue as a director until he or she retires resigns

dies or is removed.

15.

Ceasin

g

t

o

b

e a

Director

.

(a)

(Deat

h

o

r

resignation)

.

A director shall cease to be a director upon

his or her retirement resignation or death. A resignation of a director must be

in writing and shall be effective from the later of the following two dates and

times:

(i)

the

date

and

time

stated

in

the

resignation

as

being

the

date

and

time

upon which it shall take effect; or

(ii)

the

date

and

time

it

is

served

on

the

company

at

its

registered

office

or upon the company secretary or if there is no company secretary upon any other

director of the company.

(b)

(Remova

l

b

y

members)

. Subject to paragraph (d) a director may be

removed from office by ordinary resolution of the members of the company. This

shall have effect notwithstanding any term of appointment specified in that

director

’

s appointment and notwithstanding any employment contract arrangement

or

service

agreement

stipulating

that

the

person

shall

be

a

director

of

the

company

for a specified term.

(c)

(Remova

l

b

y

directors)

. Subject to paragraph (d) a director may be

removed

from

office

by

directors

’

resolution

of

the

directors

of

the

company.

This

shall have effect notwithstanding any term of appointment specified in that

director

’

s appointment and notwithstanding any employment contract arrangement

or

service

agreement

stipulating

that

the

person

shall

be

a

director

of

the

company

for a specified term.

(d)

(Shareholder

s

Agreement)

. Where there is a shareholders agreement

between

the

members

of

the

company

and

it

provides

that

a

person

may

not

be

removed

except

with

a

written

consent

or

approval

of

any

particular

member

or

person

then

the rights of the members in paragraph (b) hereof and the directors in paragraph

(c) hereof can only be exercised if the consent or approval required under the

shareholders agreement has first been obtained.

(e)

(Automati

c

Cessation)

. A person shall cease to be a director

automatically

and

without

the

need

for

the

passing

of

any

resolution

removing

him

or her if by virtue of Section 206B of the Corporations Act that person is

disqualified

from

managing

a

corporation.

A

person

shall

also

cease

to

be

a

director

automatically if that person:

(i)

becomes an insolvent under administration under any Act;

(ii)

becomes

a

person

of

unsound

mind

who

is

a

person

whose

person

or

affairs

or estate is being dealt with in any way under the laws then applying in respect

to mental health.

(f)

(Othe

r

right

s

t

o

remov

e a

director)

. Any director of the company or

any

shareholder

holding

not

less

than

20%

of

the

issued

share

capital

in

the

company

may notwithstanding any other provision in this Constitution by notice to the

secretary of the company remove a director where that director has:

(i)

notwithstanding the receipt of notice of directors

’

meetings failed

to attend three consecutive directors

’

meetings without reasonable excuse or

8

consent of all of the other directors;

(ii)

changed

his

or

her

residential

address

and

failed

to

notify

the

company

secretary of his or her new residential address within one month of the date of

such change;

(iii) if the director is a director by reason only of the fact that he or

she

is

an

employee

of

the

company

and

that

director

for

whatever

reason

ceases to be employed by the company;

(iv)

if

the

director

is a member

of

the company and he or she

fails to pay

any call made with respect to his or her shares as and when that call becomes

payable;

(v)

if the director has a material personal interest in any contract or

arrangement

with

the

company

and

he

or

she

fails

to

disclose

that

material

personal

interest to all of the directors of the company within a reasonable time of he

or she becoming aware of such material personal interest.

16.

Remuneration

,

director

s

fee

s

an

d

expense

s

(a)

(Director

s

ma

y

fi

x

thei

r

remuneration)

.

The

directors

of

the

company

may from time to time by resolution fix the directors fees payable to directors

and any other remuneration payable to directors generally or to any particular

director.

(b)

(Expenses)

. The company may from time to time pay a directors

’

travelling and other expenses are properly incurred by him or her in:

(i)

attending directors

’

meeting or any meetings of committees of

directors; and

(ii)

attending any general meetings of the company; or

(iii) connection with the company

’

s business.

Where

a

director

has

incurred

an

expense

then

the

company

may

reimburse

that

expense to the director upon being provided with such evidence thereof as

the

company may reasonably require.

17.

Power

s

o

f

Director

s

(a)

(Managemen

t

o

f

Busines

s

–

Sectio

n

198A(1

)

–

a

replaceabl

e

rule)

.

The

business

of

a

company

is

to

be

managed

by

or

under

the

direction

of

the

directors.

(b)

(Exercis

e

o

f

powers)

. The directors may exercise all the powers of

the company except any powers that under the Corporations Act or under this

Constitution is required to be exercised only pursuant to or after the passing

of a resolution of the members of the company in general meeting.

(c)

(Appointmen

t

o

f

attorneys)

.

The

directors

may,

by

power

of

attorney,

appoint any person or persons to be the attorney or attorneys of the company for

such purposes, with such powers, authorities and discretions (being powers,

authorities and

discretions

vested

in

or

exercisable

by

the

directors),

for

such

period

and

9

subject to such conditions as they think fit.

(d)

(Protection

s

an

d

delegatio

n

b

y

attorney)

.

Any

such

power

of

attorney

may

contain

such

provisions

for

the

protection

and

convenience

of

persons

dealing

with the attorney as the directors think fit and may also authorise the attorney

to delegate all or any of the powers, authorities and discretions vested in the

attorney.

(e)

(Executio

n

o

f

negotiabl

e

instrumen

t

–

Sectio

n

198B(1

)

–

a

replaceabl

e

rule)

. Any two directors of the company may sign, draw, accept, endorse or

otherwise execute a negotiable instrument.

(f)

(Director

s

ma

y

determin

e

differen

t

executio

n

–

Sectio

n

198B(2

)

–

a

replaceabl

e

rule)

. The directors may determine by resolution that a negotiable

instrument may be signed, drawn, accepted, endorsed or otherwise executed in a

different way.

(g)

(Delegatio

n

o

f

powers)

. The directors may from time to time by

resolution delegate any of their powers to:

(i)

the managing director of the company;

(ii)

any executive director of the company;

(iii)

any

committee

or

committees

of

directors

of

the

company;

(iv)

any nonexecutive director of the company;

(v)

any other person employed by the company or retained as an agent or

representative of the company.

In

delegating

such

powers

the

directors

may

impose

such

conditions,

limitations

and

qualifications

to

the

exercise

of

those

powers

as

they

may think fit.

(h)

(Committee

s

o

f

Directors)

.

A

committee

to

which

any

powers

have

been

delegated

shall

exercise

those

powers

delegated

in

accordance

with

any

directions

of the directors and a power so exercised shall be deemed to have been exercised

by the directors.

(i)

(Appointmen

t

o

f

Chairperson)

. The members of such a committee shall

elect as the first item of business one of their number as chairperson of their

meetings. Where such committee meetings are held and:

(i)

a chairperson has not been elected; or

(ii)

the chairperson is not present within ten minutes after the time

appointed for the holding of the meeting or is unwilling to act;

(iii) the

members

of

the

committee

that

are

present

shall

elect

one

of

their

number to be chairperson of that committee meeting.

(j)

(Committe

e

Meetings)

. Such a committee of directors may meet and

adjourn as they think fit. Questions arising at a meeting of a committee shall

be determined by a majority of votes of the members of the committee present and

voting. In the case of an equality of votes, the chairperson, in addition to his

or her deliberative vote (if any), shall have a casting vote.

(k)

(Us

e

o

f

Technology)

.

Provided that all of the members of a committee

consent, the members may participate in a meeting of the committee by means of

any

technology

allowing

all

persons

participating

in

the

meeting

to

hear

each

other

at

the

same

time.

Any

member

of

a

committee

participating

in

such

a

meeting

shall

10

of the purposes of this Constitution be deemed to be personally present at the

meeting. The consent of a member of a committee to the use of technology may be

a standing one. Any consent of a member of a committee to the use of technology

may be withdrawn only within a reasonable period prior to a meeting at which the

technology is to be used.

18.

Director

s

Meeting

s

(a)

(Proceeding

s

o

f

Directors)

. Where there is more than one director,

the

directors

may

meet

together

as

a

board

for

the

despatch

of

business

and

adjourn

and otherwise regulate their meetings as they think fit.

(b)

(Callin

g

Directors

’

Meetings)

. Any directors

’

meeting may be called

by any director by giving reasonable notice to every other director. Such notice

shall set out the time and place of such meeting and a short description of the

matters proposed to be discussed. Such notice may be given by letter, facsimile

or by

email an

in urgent

situations may be

given

orally by any form of telephonic

communication.

(c)

(Failur

e

t

o

giv

e

notice)

.

A

meeting

of

directors

shall

not

be

invalid

because of any failure to give notice to any particular director provided

reasonable

attempts

have

been

made

to

contact

that

director.

It

shall

be

conclusive

evidence that reasonable attempts have been made to contact that director if the

notice has been sent by facsimile to his or her last known facsimile number; or

sent by prepaid post to the directors last known residential address; or where

the

notice

has

been

sent

by

email

to

him

or

her

whether

or

not

that

email

has

been

opened; or where there is evidence that attempts have been made to telephone the

director at his or her last known telephone numbers without success.

(d)

(Inadequac

y

o

f

notice)

. Where there is any inadequacy in a notice

given

to

any

director

that

inadequacy

shall

not

invalidate

any

meeting

of

directors

unless at that

meeting the directors then present resolve that the directors

’

meeting

should not proceed because of that inadequacy.

19.

Chairperso

n

o

f

Director

s

Meeting

s

(a)

(Electio

n

o

f

chairperson)

.

The

directors

may

by

resolution

elect

one

of their directors to act as the chairperson of a particular directors meeting

or

all

directors

meetings.

The

directors

’

resolution

may

determine

the

period

for

which

the

particular

director

is

to

act

as

and

be

the

chairperson.

The

appointment

of

a

chairperson

can

be

a

standing

appointment.

Except

where

under

any

shareholders

agreement or agreement between directors there is a contractual right to act as

chairperson

of

directors

meetings

of

the

company,

the

directors

may

by

resolution

at any time and notwithstanding that the chairperson is a standing appointment

change the chairperson of their directors meetings.

(b)

(Firs

t

ite

m

o

f

business)

. Where there is no standing chairperson of

the company the directors must as the first item of business at every directors

meeting elect a director present to act as chairperson of the directors meeting.

20.

Votin

g

a

t

Director

s

Meeting

s

(a)

(Majorit

y

vote)

. A resolution of the directors must be passed by a

11