Commonwealth Numbered Acts

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 199

199. (1) This section applies to a company not having a share capital.

(2) Where:

   (a)  members of the company included in a class of members have special
        rights;

   (b)  no provision is made by the memorandum or articles for the variation
        or abrogation of those rights; and

   (c)  neither the memorandum nor the articles declares or declare those
        rights to be unalterable; the company may, with the consent in writing
        of three-quarters of the members included in that class or with the
        sanction of a special resolution passed at a meeting of members
        included in that class, vary or abrogate those rights or alter the
        memorandum or articles so as to authorise the variation or abrogation
        of those rights.

(3) Where:

   (a)  members of the company included in a class of members have special
        rights; and

   (b)  provision is made by the memorandum or articles authorising the
        variation or abrogation of those rights with the consent of a
        specified proportion of the members included in that class or with the
        sanction of a resolution of a kind specified in the memorandum or
        articles passed at a meeting of the members included in that class;
        the memorandum or articles shall not be altered so as to vary or
        abrogate, or to authorise the variation or abrogation of, those
        rights, except with the consent of that proportion of the members
        included in that class or with the sanction of such a resolution
        passed at a meeting of those members.

(4) Where members of the company included in a class of members have special
rights and:

   (a)  those rights are at any time varied or abrogated; or

   (b)  the memorandum or articles is or are altered so as to authorise the
        variation or abrogation of those rights; members included in that
        class who constitute not less than 10% of the members included in that
        class may apply to the Court to have the variation or abrogation of
        the rights, or the alteration of the memorandum or articles, as the
        case may be, set aside and, if such an application is made, the
        variation or abrogation, or the alteration, does not have effect until
        confirmed by the Court.

(5) An application under subsection (4) shall be made within 28 days after the
variation, abrogation or alteration referred to in that subsection was made
and may be made, on behalf of the members entitled to make the application, by
such one or more of their number as they appoint in writing.

(6) On the application, the Court may, after hearing the applicant and any
other persons who apply to the Court to be heard and appear to the Court to be
interested, if it is satisfied that the variation, abrogation or alteration
would unfairly prejudice the members of the class represented by the
applicant, set aside the variation, abrogation or alteration, as the case may
be, and shall, if not satisfied, confirm it.

(7) A company shall, within 14 days after the making of an order by the Court
on an application under this section, lodge and office copy of the order with
the Commission and, if the company fails to comply with this provision, the
company and any officer of the company who is in default are each guilty of an
offence.

(8) Nothing in section 172 or 176 affects the operation of this section.