Commonwealth Consolidated Acts

CORPORATIONS ACT 2001 - SECT 140

             (1)  A company's constitution (if any) and any replaceable rules that apply to the company have effect as a contract:

                     (a)  between the company and each member; and

                     (b)  between the company and each director and company secretary; and

                     (c)  between a member and each other member;

under which each person agrees to observe and perform the constitution and rules so far as they apply to that person.

             (2)  Unless a member of a company agrees in writing to be bound, they are not bound by a modification of the constitution made after the date on which they became a member so far as the modification:

                     (a)  requires the member to take up additional shares; or

                     (b)  increases the member's liability to contribute to the share capital of, or otherwise to pay money to, the company; or

                     (c)  imposes or increases restrictions on the right to transfer the shares already held by the member, unless the modification is made:

                              (i)  in connection with the company's change from a public company to a proprietary company under Part 2B.7; or

                             (ii)  to insert proportional takeover approval provisions into the company's constitution.