The default method will replace all clauses of the existing constitution with our current standard constitution and the replaceable rules of the Corporations Act 2001. This may result in changes and additions to, or the omission of, existing provisions. For example our standard constitution provides for no casting vote for a Chair of a directors’ meeting or shareholders’ meeting, pre-emptive rights on transfer of shares and no pre-emptive rights on the issue of shares. Samples of our standard constitution are available on request.
(i) provisions stating the amount of the company’s share capital, and dividing that share capital into shares of a fixed amount and/or number are removed(ii) Prohibits the company making distribution to its shareholders and paying fees to its directors; and
(ii) references to par or nominal value, capital paid up and return of capital (including premium) are replaced with the actual dollar amount of the par value and the phrase ‘or such other amounts’ as at end of the word amount or such other amount as is specified in the terms on which they are issued;
(b) Dividends. If a ‘discretionary dividends’ clause is included in the existing constitution this procedure includes a clause with our current wording for this purpose. The standard clause relating to dividends on partly paid shares is replaced by our current clause which takes account of the removal of par values. Provisions requiring the declaration of final dividends to be made by the company in general meeting are removed.
The procedure will replace all other clauses of the existing constitution with our current standard constitution and the replaceable rules of the Corporations Act 2001. This may result in changes and additions to, or the omission of, existing provisions. For example our standard constitution provides for no casting vote for a Chair of a directors’ meeting or shareholders’ meeting. Samples of our standard constitution are available on request.
