Western Australian Consolidated Acts Western Australian Consolidated Acts (1) Where the capital
of any company limited by shares is by the memorandum of association of the
company divided into different classes of shares, one or more of which classes
of shares entitle the holders of shares of the class or classes to a
preferential right to a dividend at a specified rate (whether of a cumulative
character or not), or to a preferential right in a winding-up of the company
to payment of arrears of a preferential dividend (whether declared or earned
or not) up to the commencement of the winding-up, or to a preferential right
to the return of capital in a winding-up, such company may at any time, or
from time to time by special resolution of the company (consented to or
confirmed by a special resolution or special resolutions of a separate meeting
or separate meetings of the holders of the shares of the classes affected by
such resolutions), so far modify or alter the provisions of the memorandum of
association of the company as to effect a modification or alteration or an
abandonment of all or any of such preferential or cumulative rights, either
generally or for such limited period of time as may be specified in the
special resolution.
(2) Special resolution
, when applied to meetings of holders of a class of shares, means a resolution
passed at a general meeting of the holders of shares of that class (of which
at least 28 clear days’ notice in writing has been given in the same
manner as is provided by the articles of association of the company in the
case of general meetings of the company, specifying the intention to propose
such resolution) and at which such resolution is passed by a majority of not
less than three-fourths of the votes of such members of the class for the time
being as may be present in person or by proxy.
(3) At any meeting of
a class held under the provisions of this section, each member of the class
present in person or by proxy at the meeting shall be entitled to one vote for
each share of that class held by such member.
(4) No such resolution
of the company shall come into operation or have effect until an order
confirming the modification, alteration, or abandonment sought to be effected
shall have been made by the Court and registered by the Registrar.
(5) Such order shall
be applied for by the company on petition, and the Court may in any case
require the company to publish in such manner as the Court shall think fit a
notice of the petition, and a copy of the special resolution, with a view to
giving holders of shares of any class or classes an opportunity to attend
before the Court and object to the proposed modification, alteration, or
abandonment.
(6) On the hearing of
the petition the Court may make an order confirming the modification,
alteration, or abandonment, on such terms and subject to such conditions as
the Court may think fit.
(7) Nothing in this
section contained or implied shall be deemed to impair or prejudicially affect
any lawful power, authority, or provision now or hereafter conferred in any
memorandum of association or otherwise lawfully vested in any company whereby
the rights of classes of shares may be altered, modified, or abandoned without
recourse to the provisions of this section.