CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 180 Operation of memorandum and articles

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 180

180. (1) Subject to this Act, the constitution of a company has the effect of
a contract under seal:

   (a)  between the company and each member;

   (b)  between the company and each eligible officer; and

   (c)  between a member and each other member; under which each of the
        above-mentioned persons agrees to observe and perform the provisions
        of the constitution as in force for the time being so far as those
        provisions are applicable to that person.

(2) Subject to section 385, any money payable by a member of a company to the
company under the company's constitution is a debt from the member to the
company and is of the nature of a specialty debt according to the law of the
Capital Territory.

(3) A member of a company, unless either before or after the alteration is
made the member agrees in writing to be bound by it, is not bound by an
alteration of the constitution made after the date on which the member became
a member so far as the alteration:

   (a)  requires the member to take or subscribe for more shares than the
        number held by the member at the date of the alteration;

   (b)  in any way increases the member's liability as at the date of the
        alteration to contribute to the share capital of, or otherwise to pay
        money to, the company; or

   (c)  increases, or imposes, restrictions on the right to transfer the
        shares held by the member at the date of the alteration.

(4) Subsection (3) does not apply in relation to an alteration of the
constitution of a public company having a share capital (other than a no
liability company) if the alteration:

   (a)  is made by virtue of a special resolution of the kind referred to in
        subsection 168 (1); and

   (b)  is necessary to ensure that the constitution includes proprietary
        company provisions.
(5) In this section, "eligible officer", in relation to a company, means a
director, the principal executive officer or a secretary of the company.