Commonwealth Consolidated Legislation

CORPORATIONS LAW- SECT 140

Effect of constitution and replaceable rules

 
 
(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.