Commonwealth Numbered Acts

CORPORATIONS ACT 1989 No. 109 of 1989 - SCHEDULE 1

SCHEDULE 1
Sections 9 and 175 TABLE A
REGULATIONS FOR MANAGEMENT OF A COMPANY LIMITED BY SHARES
Interpretation
1. (1) In these regulations:

"Act" means the Corporations Act 1989;

"seal" means the common seal of the company and includes any official seal of
the company;

"secretary" means any person appointed to perform the duties of a secretary of
the company.

(2) Section 46 of the Acts Interpretation Act 1901 applies in relation to
these regulations as if they were an instrument made by an authority under a
power conferred by the Corporations Act 1989 as in force on the day on which
these regulations become binding on the company.

(3) Except so far as the contrary intention appears in these regulations, an
expression has, in a provision of these regulations that deals with a matter
dealt with by a particular provision of the Act, the same meaning as in that
provision of the Act.
Share Capital and Variation of Rights
2. Without prejudice to any special rights previously conferred on the holders
of any existing shares or class of shares but subject to the Act, shares in
the company may be issued by the directors and any such share may be issued
with such preferred, deferred or other special rights or such restrictions,
whether with regard to dividend, voting, return of capital or otherwise, as
the directors, subject to any resolution, determine.
3. Subject to the Act, any preference shares may, with the sanction of a
resolution, be issued on the terms that they are, or at the option of the
company are liable, to be redeemed.
4. (1) If at any time the share capital is divided into different classes of
shares, the rights attached to any class (unless otherwise provided by the
terms of issue of the shares of that class) may, whether or not the company is
being wound up, be varied with the consent in writing of the holders of
three-quarters of the issued shares of that class, or with the sanction of a
special resolution passed at a separate meeting of the holders of the shares
of the class.

(2) The provisions of these regulations relating to general meetings apply so
far as they are capable of application and mutatis mutandis to every such
separate meeting except that:

   (a)  a quorum is constituted by 2 persons who, between them, hold or
        represent by proxy one-third of the issued shares of the class; and

   (b)  any holder of shares of the class, present in person or by proxy, may
        demand a poll.

(3) The rights conferred upon the holders of the shares of any class issued
with preferred or other rights shall, unless otherwise expressly provided by
the terms of issue of the shares of that class, be deemed to be varied by the
creation or issue of further shares ranking equally with the first-mentioned
shares.
5. (1) The company may exercise the power to make payments by way of brokerage
or commission conferred by the Act in the manner provided by the Act.

(2) Payments by way of brokerage or commission may be satisfied by the payment
of cash, by the allotment of fully or partly paid shares or partly by the
payment of cash and partly by the allotment of fully or partly paid shares.
6. (1) Except as required by law, the company shall not recognise a person as
holding a share upon any trust.

(2) The company is not bound by or compelled in any way to recognise (whether
or not it has notice of the interest or rights concerned) any equitable,
contingent, future or partial interest in any share or unit of a share or
(except as otherwise provided by these regulations or by law) any other right
in respect of a share except an absolute right of ownership in the registered
holder.
7. (1) A person whose name is entered as a member in the register of members
is entitled without payment to receive a certificate in respect of the share
under the seal of the company in accordance with the Act but, in respect of a
share or shares held jointly by several persons, the company is not bound to
issue more than one certificate.

(2) Delivery of a certificate for a share to one of several joint holders is
sufficient delivery to all such holders.
Lien
8. (1) The company has a first and paramount lien on every share (not being a
fully paid share) for all money (whether presently payable or not) called or
payable at a fixed time in respect of that share.

(2) The company also has a first and paramount lien on all shares (other than
fully paid shares) registered in the name of a sole holder for all money
presently payable by him or his estate to the company.

(3) The directors may at any time exempt a share wholly or in part from the
provisions of this regulation.

(4) The company's lien (if any) on a share extends to all dividends payable in
respect of the share.
9. (1) Subject to subregulation (2), the company may sell, in such manner as
the directors think fit, any shares on which the company has a lien.

(2) A share on which the company has a lien shall not be sold unless:

   (a)  a sum in respect of which the lien exists is presently payable; and

   (b)  the company has, not less than 14 days before the date of the sale,
        given to the registered holder for the time being of the share or the
        person entitled to the share by reason of the death or bankruptcy of
        the registered holder a notice in writing setting out, and demanding
        payment of, such part of the amount in respect of which the lien
        exists as is presently payable.
10. (1) For the purpose of giving effect to a sale mentioned in regulation  9
, the directors may authorise a person to transfer the shares sold to the
purchaser of the shares.

(2) The company shall register the purchaser as the holder of the shares
comprised in any such transfer and he is not bound to see to the application
of the purchase money.

(3) The title of the purchaser to the shares is not affected by any
irregularity or invalidity in connection with the sale.
11. The proceeds of a sale mentioned in regulation 9 shall be applied by the
company in payment of such part of the amount in respect of which the lien
exists as is presently payable, and the residue (if any) shall (subject to any
like lien for sums not presently payable that existed upon the shares before
the sale) be paid to the person entitled to the shares at the date of the
sale.
Calls on Shares
12. (1) The directors may make calls upon the members in respect of any money
unpaid on the shares of the members (whether on account of the nominal value
of the shares or by way of premium) and not by the terms of issue of those
shares made payable at fixed times, except that no call shall exceed
one-quarter of the sum of nominal values of the shares or be payable earlier
than one month from the date fixed for the payment of the last preceding call.

(2) Each member shall, upon receiving at least 14 days' notice specifying the
time or times and place of payment, pay to the company at the time or times
and place so specified the amount called on his shares.

(3) The directors may revoke or postpone a call.
13. A call shall be deemed to have been made at the time when the resolution
of the directors authorising the call was passed and may be required to be
paid by instalments.
14. The joint holders of a share are jointly and severally liable to pay all
calls in respect of the share.
15. If a sum called in respect of a share is not paid before or on the day
appointed for payment of the sum, the person from whom the sum is due shall
pay interest on the sum from the day appointed for payment of the sum to the
time of actual payment at such rate not exceeding 8% per annum as the
directors determine, but the directors may waive payment of that interest
wholly or in part.
16. Any sum that, by the terms of issue of a share, becomes payable on
allotment or at a fixed date, whether on account of the nominal value of the
share or by way of premium, shall for the purposes of these regulations be
deemed to be a call duly made and payable on the date on which by the terms of
issue the sum becomes payable, and, in case of non-payment, all the relevant
provisions of these regulations as to payment of interest and expenses,
forfeiture or otherwise apply as if the sum had become payable by virtue of a
call duly made and notified.
17. The directors may, on the issue of shares, differentiate between the
holders as to the amount of calls to be paid and the times of payment.
18. (1) The directors may accept from a member the whole or a part of the
amount unpaid on a share although no part of that amount has been called up.

(2) The directors may authorise payment by the company of interest upon the
whole or any part of an amount so accepted, until the amount becomes payable,
at such rate, not exceeding the prescribed rate, as is agreed upon between the
directors and the member paying the sum.

(3) For the purposes of subregulation (2), the prescribed rate of interest is:
(a) if the company has, by resolution, fixed a rate-the rate so fixed; and

   (b)  in any other case-8% per annum.
Transfer of Shares
19. (1) Subject to these regulations, a member may transfer all or any of his
shares by instrument in writing in any usual or common form or in any other
form that the directors approve.

(2) An instrument of transfer referred to in subregulation (1) shall be
executed by or on behalf of both the transferor and the transferee.

(3) A transferor of shares remains the holder of the shares transferred until
the transfer is registered and the name of the transferee is entered in the
register of members in respect of the shares.
20. The instrument of transfer must be left for registration at the registered
office of the company, together with such fee (if any) not exceeding $1.00 as
the directors require, accompanied by the certificate of the shares to which
it relates and such other information as the directors properly require to
show the right of the transferor to make the transfer, and thereupon the
company shall, subject to the powers vested in the directors by these
regulations, register the transferee as a shareholder.
21. The directors may decline to register a transfer of shares, not being
fully paid shares, to a person of whom they do not approve and may also
decline to register any transfer of shares on which the company has a lien.
22. The registration of transfers may be suspended at such times and for such
periods as the directors from time to time determine not exceeding in the
whole 30 days in any year.
Transmission of Shares
23. In the case of the death of a member, the survivor where the deceased was
a joint holder, and the legal personal representatives of the deceased where
he was a sole holder, shall be the only persons recognized by the company as
having any title to his interest in the shares, but this regulation does not
release the estate of a deceased joint holder from any liability in respect of
a share that had been jointly held by him with other persons.
24. (1) Subject to the Bankruptcy Act 1966, a person becoming entitled to a
share in consequence of the death or bankruptcy of a member may, upon such
information being produced as is properly required by the directors, elect
either to be registered himself as holder of the share or to have some other
person nominated by him registered as the transferee of the share.

(2) If the person becoming entitled elects to be registered himself, he shall
deliver or send to the company a notice in writing signed by him stating that
he so elects.

(3) If he elects to have another person registered, he shall execute a
transfer of the share to that other person.

(4) All the limitations, restrictions and provisions of these rules relating
to the right to transfer, and the registration of transfer of, shares are
applicable to any such notice or transfer as if the death or bankruptcy of the
member had not occurred and the notice or transfer were a transfer signed by
that member.
25. (1) Where the registered holder of a share dies or becomes bankrupt, his
personal representative or the trustee of his estate, as the case may be, is,
upon the production of such information as is properly required by the
directors, entitled to the same dividends and other advantages, and to the
same rights (whether in relation to meetings of the company, or to voting or
otherwise), as the registered holder would have been entitled to if he had not
died or become bankrupt.

(2) Where 2 or more persons are jointly entitled to any share in consequence
of the death of the registered holder, they shall, for the purpose of these
regulations, be deemed to be joint holders of the share.
Forfeiture of Shares
26. (1) If a member fails to pay a call or instalment of a call on the day
appointed for payment of the call or instalment, the directors may, at any
time thereafter during such time as any part of the call or instalment remains
unpaid, serve a notice on him requiring payment of so much of the call or
instalment as is unpaid, together with any interest that has accrued.

(2) The notice shall name a further day (not earlier than the expiration of 14
days from the date of service of the notice) on or before which the payment
required by the notice is to be made and shall state that, in the event of
non-payment at or before the time appointed, the shares in respect of which
the call was made will be liable to be forfeited.
27. (1) If the requirements of a notice served under regulation 26 are not
complied with, any share in respect of which the notice has been given may at
any time thereafter, before the payment required by the notice has been made,
be forfeited by a resolution of the directors to that effect.

(2) Such a forfeiture shall include all dividends declared in respect of the
forefeited shares and not actually paid before the forfeiture.
28. A forfeited share may be sold or otherwise disposed of on such terms and
in such manner as the directors think fit, and, at any time before a sale or
disposition, the forfeiture may be cancelled on such terms as the directors
think fit.
29. A person whose shares have been forfeited ceases to be a member in respect
of the forfeited shares, but remains liable to pay to the company all money
that, at the date of forfeiture, was payable by him to the company in respect
of the shares (including interest at the rate of 8% per annum from the date of
forfeiture on the money for the time being unpaid if the directors think fit
to enforce payment of the interest), but his liability ceases if and when the
company receives payment in full of all the money (including interest) so
payable in respect of the shares.
30. A statement in writing declaring that the person making the statement is a
director or a secretary of the company, and that a share in the company has
been duly forfeited on a date stated in the statement, is prima facie evidence
of the facts stated in the statement as against all persons claiming to be
entitled to the share.
31. (1) The company may receive the consideration (if any) given for a
forfeited share on any sale or disposition of the share and may execute a
transfer of the share in favour of the person to whom the share is sold or
disposed of.

(2) Upon the execution of the transfer, the transferee shall be registered as
the holder of the share and is not bound to see to the application of any
money paid as consideration.

(3) The title of the transferee to the share is not affected by any
irregularity or invalidity in connection with the forfeiture, sale or disposal
of the share.
32. The provisions of these regulations as to forfeiture apply in the case of
non-payment of any sum that, by the terms of issue of a share, becomes payable
at a fixed time, whether on account of the nominal value of the share or by
way of premium, as if that sum had been payable by virtue of a call duly made
and notified.
Conversion of Shares into Stock
33. The company may, by resolution, convert all or any of its paid up shares
into stock and re-convert any stock into paid up shares of any nominal value.
34. (1) Subject to subregulation (2), where shares have been converted into
stock, the provisions of these rules relating to the transfer of shares apply,
so far as they are capable of application, to the transfer of the stock or of
any part of the stock.

(2) The directors may fix the minimum amount of stock transferable and
restrict or forbid the transfer of fractions of that minimum, but the minimum
shall not exceed the aggregate of the nominal values of the shares from which
the stock arose.
35. (1) The holders of stock have, according to the amount of the stock held
by them, the same rights, privileges and advantages as regards dividends,
voting at meetings of the company and other matters as they would have if they
held the shares from which the stock arose.

(2) No such privilege or advantage (except participation in the dividends and
profits of the company and in the property of the company on winding up) shall
be conferred by any amount of stock that would not, if existing in shares,
have conferred that privilege or advantage.
36. The provisions of these regulations that are applicable to paid up shares
apply to stock, and references in those provisions to share and shareholder
shall be read as including references to stock and stockholder, respectively.
Alteration of Capital
37. The company may by resolution:

   (a)  increase its authorised share capital by the creation of new shares of
        such amount as is specified in the resolution;

   (b)  consolidate and divide all or any of its authorised share capital into
        shares of larger amount than its existing shares;

   (c)  subdivide all or any of its shares into shares of smaller amount than
        is fixed by the memorandum but so that in the subdivision the
        proportion between the amount paid and the amount (if any) unpaid on
        each such share of a smaller amount is the same as it was in the case
        of the share from which the share of a smaller amount is derived; and

   (d)  cancel shares that, at the date of the passing of the resolution, have
        not been taken or agreed to be taken by any person or have been
        forfeited and reduce its authorised share capital by the amount of the
        shares so cancelled.
38. (1) Subject to any direction to the contrary that may be given by the
company in general meeting, all unissued shares shall, before issue, be
offered to such persons as at the date of the offer are entitled to receive
notices from the company of general meetings in proportion, as nearly as the
circumstances allow, to the sum of the nominal values of the shares already
held by them.

(2) The offer shall be made by notice specifying the number of shares offered
and limiting a time within which the offer, if not accepted, will be deemed to
be declined.

(3) After the expiration of that time or on being notified by the person to
whom the offer is made that he declines to accept the shares offered, the
directors may issue those shares in such manner as they think most beneficial
to the company.

(4) Where, by reason of the proportion that shares proposed to be issued bear
to shares already held, some of the first-mentioned shares cannot be offered
in accordance with sub-regulation (1), the directors may issue the shares that
cannot be so offered in such manner as they think most beneficial to the
company.
39. Subject to the Act, the company may, by special resolution, reduce its
share capital, any capital redemption reserve fund or any share premium
account.
General Meetings
40. Any director may whenever he thinks fit convene a general meeting.
41. (1) A notice of a general meeting shall specify the place, the day and the
hour of meeting and, except as provided by subregulation (2), shall state the
general nature of the business to be transacted at the meeting.

(2) It is not necessary for a notice of an annual general meeting to state
that the business to be transacted at the meeting includes the declaring of a
dividend, the consideration of accounts and the reports of the directors and
auditors, the election of directors in the place of those retiring or the
appointment and fixing of the remuneration of the auditors.
Proceedings at General Meetings
42. (1) No business shall be transacted at any general meeting unless a quorum
of members is present at the time when the meeting proceeds to business.

(2) For the purpose of determining whether a quorum is present, a person
attending as a proxy, or as representing a body corporate that is a member,
shall be deemed to be a member.
43. If a quorum is not present within half an hour from the time appointed for
the meeting:

   (a)  where the meeting was convened upon the requisition of members-the
        meeting shall be dissolved; or

   (b)  in any other case:

        (i)    the meeting stands adjourned to such day, and at such time and
               place, as the directors determine or, if no determination is
               made by the directors, to the same day in the next week at the
               same time and place; and

        (ii)   if at the adjourned meeting a quorum is not present within half
               an hour from the time appointed for the meeting:

                (A)  2 members constitute a quorum; or

                (B)  where 2 members are not present-the meeting shall be
                     dissolved.
44. (1) If the directors have elected one of their number as chairman of their
meetings, he shall preside as chairman at every general meeting.

(2) Where a general meeting is held and:

   (a)  a chairman has not been elected as provided by sub-regulation (1); or

   (b)  the chairman is not present within 15 minutes after the time appointed
        for the holding of the meeting or is unwilling to act; the members
        present shall elect one of their number to be chairman of the meeting.
45. (1) The chairman may with the consent of any meeting at which a quorum is
present, and shall if so directed by the meeting, adjourn the meeting from
time to time and from place to place, but no business shall be transacted at
any adjourned meeting other than the business left unfinished at the meeting
from which the adjournment took place.

(2) When a meeting is adjourned for 30 days or more, notice of the adjourned
meeting shall be given as in the case of an original meeting.

(3) Except as provided by subregulation (2), it is not necessary to give any
notice of an adjournment or of the business to be transacted at an adjourned
meeting.
46. (1) At any general meeting a resolution put to the vote of the meeting
shall be decided on a show of hands unless a poll is (before or on the
declaration of the result of the show of hands) demanded:

   (a)  by the chairman;

   (b)  by at least 3 members present in person or by proxy;

   (c)  by a member or members present in person or by proxy and representing
        not less than one-tenth of the total voting rights of all the members
        having the right to vote at the meeting; or

   (d)  by a member or members holding shares in the company conferring a
        right to vote at the meeting being shares on which an aggregate sum
        has been paid up equal to not less than one-tenth of the total sum
        paid up on all the shares conferring that right.

(2) Unless a poll is so demanded, a declaration by the chairman that a
resolution has on a show of hands been carried or carried unanimously, or by a
particular majority, or lost, and an entry to that effect in the book
containing the minutes of the proceedings of the company, is conclusive
evidence of the fact without proof of the number or proportion of the votes
recorded in favour of or against the resolution.

(3) The demand for a poll may be withdrawn.
47. (1) If a poll is duly demanded, it shall be taken in such manner and
(subject to sub-regulation (2)) either at once or after an interval or
adjournment or otherwise as the chairman directs, and the result of the poll
shall be the resolution of the meeting at which the poll was demanded.

(2) A poll demanded on the election of a chairman or on a question of
adjournment shall be taken forthwith.
48. In the case of an equality of votes, whether on a show of hands or on a
poll, the chairman of the meeting at which the show of hands takes place or at
which the poll is demanded, in addition to his deliberative vote (if any), has
a casting vote.
49. Subject to any rights or restrictions for the time being attached to any
class or classes of shares:

   (a)  at meetings of members or classes of members each member entitled to
        vote may vote in person or by proxy or attorney; and

   (b)  on a show of hands every person present who is a member or a
        representative of a member has one vote, and on a poll every person
        present in person or by proxy or attorney has one vote for each share
        he holds.
50. In the case of joint holders the vote of the senior who tenders a vote,
whether in person or by proxy or by attorney, shall be accepted to the
exclusion of the votes of the other joint holders and, for this purpose,
seniority shall be determined by the order in which the names stand in the
register of members.
51. If a member is of unsound mind or is a person whose person or estate is
liable to be dealt with in any way under the law relating to mental health,
his committee or trustee or such other person as properly has the management
of his estate may excercise any rights of the member in relation to a general
meeting as if the committee, trustee or other person were the member.
52. A member is not entitled to vote at a general meeting unless all calls and
other sums presently payable by him in respect of shares in the company have
been paid.
53. (1) An objection may be raised to the qualification of a voter only at the
meeting or adjourned meeting at which the vote objected to is given or
tendered.

(2) Any such objection shall be referred to the chairman of the meeting, whose
decision is final.

(3) A vote not disallowed pursuant to such an objection is valid for all
purposes.
54. (1) An instrument appointing a proxy shall be in writing under the hand of
the appointer or of his attorney duly authorised in writing or, if the
appointer is a body corporate, either under seal or under the hand of an
officer or attorney duly authorised.

(2) An instrument appointing a proxy may specify the manner in which the proxy
is to vote in respect of a particular resolution and, where an instrument of
proxy so provides, the proxy is not entitled to vote in the resolution except
as specified in the instrument.

(3) An instrument appointing a proxy shall be deemed to confer authority to
demand or join in demanding a poll.

(4) An instrument appointing a proxy shall be in the following form or in a
form that is as similar to the following form as the circumstances allow:
(Name of company) I/we,, of, being a member/members of the abovenamed company,
hereby appointofor, in his absence, ofas my/our proxy to vote for me/us on
my/our behalf at the*annual general

*general
meeting of the company to be held on theday of19   and at any adjournment of
that meeting.
+This form is to be used            *in favour of

                                    *against                     the
resolution.
Signed this                          day of                                19
. *Strike out whichever is not desired. +To be inserted if desired.
55. An instrument appointing a proxy shall not be treated as valid unless the
instrument, and the power of attorney or other authority (if any) under which
the instrument is signed or a notarially certified copy of that power or
authority, is or are deposited, not less than 48 hours before the time for
holding the meeting or adjourned meeting at which the person named in the
instrument proposes to vote, or, in the case of a poll, not less than 24 hours
before the time appointed for the taking of the poll, at the registered office
of the company or at such other place in Australia as is specified for that
purpose in the notice convening the meeting.
56. A vote given in accordance with the terms of an instrument of proxy or of
a power of attorney is valid notwithstanding the previous death or unsoundness
of mind of the principal, the revocation of the instrument (or of the
authority under which the instrument was executed) or of the power, or the
transfer of the share in respect of which the instrument or power is given, if
no intimation in writing of the death, unsoundness of mind, revocation or
transfer has been received by the company at the registered office before the
commencement of the meeting or adjourned meeting at which the the instrument
is used or the power is exercised.
Appointment, removal and remuneration of Directors
57. (1) The number of the directors and the names of the first directors shall
be determined in writing by the subscribers to the memorandum of association
or a majority of them.

(2) The company may, by resolution, increase or reduce the number of
directors, and may also determine in what rotation the increased or reduced
number is to go out of office.
58. (1) At the first annual general meeting of the company all the directors
shall retire from office, and at the annual general meeting in every
subsequent year one-third of the directors for the time being, or, if their
number is not 3 or a multiple of 3, then the number nearest one-third, shall
retire from office.

(2) A retiring director is eligible for re-election.
59. The directors to retire at an annual general meeting other than the first
annual general meeting are those who have been longest in office since their
election, but, as between persons who became directors on the same day, those
to retire shall (unless they otherwise agree among themselves) be determined
by lot.
60. (1) The company may, at the meeting at which a director so retires, by
resolution fill the vacated office by electing a person to that office.

(2) If the vacated office is not so filled, the retiring director shall, if
offering himself for re-election and not being disqualified under the Act from
holding office as a director, be deemed to have been re-elected unless at that
meeting:

   (a)  it is expressly resolved not to fill the vacated office; or

   (b)  a resolution for the re-election of that director is put and lost.
61. (1) The directors may at any time appoint any person to be a director,
either to fill a casual vacancy or as an addition to the existing directors,
but so that the total number of directors does not at any time exceed the
number determined in accordance with these regulations.

(2) Any director so appointed holds office only until the next following
annual general meeting and is then eligible for re-election but shall not be
taken into account in determining the directors who are to retire by rotation
at that meeting.
62. (1) The company may by resolution remove any director before the
expiration of his period of office, and may by resolution appoint another
person in his stead.

(2) The person so appointed is subject to retirement at the same time as if he
had become a director on the day on which the director in whose place he is
appointed was last elected a director.
63. (1) The directors shall be paid such remuneration as is from time to time
determined by the company in general meeting.

(2) That remuneration shall be deemed to accrue from day to day.

(3) The directors may also be paid all travelling and other expenses properly
incurred by them in attending and returning from meetings of the directors or
any committee of the directors or general meetings of the company or otherwise
in connection with the business of the company.
64. The share qualification for directors may be fixed by the company in
general meeting and, unless and until so fixed, is one share.
65. In addition to the circumstances in which the office of a director becomes
vacant by virtue of the Act, the office of a director becomes vacant if the
director:

   (a)  becomes of unsound mind or a person whose person or estate is liable
        to be dealt with in any way under the law relating to mental health;

   (b)  resigns his office by notice in writing to the company;

   (c)  is absent without the consent of the directors from meetings of the
        directors held during a period of 6 months;

   (d)  without the consent of the company in general meeting holds any other
        office of profit under the company except that of managing director or
        principal executive officer; or

   (e)  is directly or indirectly interested in any contract or proposed
        contract with the company and fails to declare the nature of his
        interest as required by the Act.
Powers and Duties of Directors
66. (1) Subject to the Act and to any other provision of these regulations,
the business of the company shall be managed by the directors, who may pay all
expenses incurred in promoting and forming the company, and may exercise all
such powers of the company as are not, by the Act or by these regulations,
required to be exercised by the company in general meeting.

(2) Without limiting the generality of subregulation (1), the directors may
exercise all the powers of the company to borrow money, to charge any property
or business of the company or all or any of its uncalled capital and to issue
debentures or give any other security for a debt, liability or obligation of
the company or of any other person.
67. (1) The directors may, by power of attorney, appoint any person or persons
to be the attorney or attorneys of the company for such purposes, with such
powers, authorities and discretions (being powers, authorities and discretions
vested in or exercisable by the directors), for such period and subject to
such conditions as they think fit.

(2) Any such power of attorney may contain such provisions for the protection
and convenience of persons dealing with the attorney as the directors think
fit and may also authorise the attorney to delegate all or any of the powers,
authorities and discretions vested in him.
68. All cheques, promissory notes, bankers drafts, bills of exchange and other
negotiable instruments, and all receipts for money paid to the company, shall
be signed, drawn, accepted, endorsed or otherwise executed, as the case may
be, by any 2 directors or in such other manner as the directors determine.
Proceedings of Directors
69. (1) The directors may meet together for the despatch of business and
adjourn and otherwise regulate their meetings as they think fit.

(2) A director at any time, and a secretary shall on the requisition of a
director, convene a meeting of the directors.
70. (1) Subject to these regulations, questions arising at a meeting of
directors shall be decided by a majority of votes of directors present and
voting and any such decision shall for all purposes be deemed a decision of
the directors.

(2) In case of an equality of votes, the chairman of the meeting, in addition
to his deliberative vote (if any), has a casting vote.
71. A director shall not vote in respect of any contract or proposed contract
with the company in which he is in any way, whether directly or indirectly,
interested or in respect of any matter arising out of such a contract or
proposed contract and, if he votes in contravention of this subregulation, his
vote shall not be counted.
72. (1) A director may, with the approval of the other directors, appoint a
person (whether a member of the company or not) to be an alternate director in
his place during such period as he thinks fit.

(2) An alternate director is entitled to notice of meetings of the directors
and, if the appointor is not present at such a meeting, is entitled to attend
and vote in his stead.

(3) An alternate director may exercise any powers that the appointor may
exercise and the exercise of any such power by the alternate director shall be
deemed to be the exercise of the power by the appointor.

(4) An alternate director is not required to have any share qualifications.

(5) The appointment of an alternate director may be terminated at any time by
the appointor notwithstanding that the period of the appointment of the
alternate director has not expired, and terminates in any event if the
appointor vacates office as a director.

(6) An appointment, or the termination of an appointment, of an alternate
director shall be effected by a notice in writing signed by the director who
makes or made the appointment and served on the company.
73. At a meeting of directors, the number of directors whose presence is
necessary to constitute a quorum is such number as is determined by the
directors and, unless so determined, is 2.
74. In the event of a vacancy or vacancies in the office of a director or
offices of directors, the remaining directors may act but, if the number of
remaining directors is not sufficient to constitute a quorum at a meeting of
directors, they may act only for the purpose of increasing the number of
directors to a number sufficient to constitute such a quorum or of convening a
general meeting of the company.
75. (1) The directors shall elect one of their number as chairman of their
meetings and may determine the period for which he is to hold office.

(2) Where such a meeting is held and:

   (a)  a chairman has not been elected as provided by subregulation (1); or

   (b)  the chairman is not present within 10 minutes after the time appointed
        for the holding of the meeting or is unwilling to act; the directors
        present shall elect one of their number to be a chairman of the
        meeting.
76. (1) The directors may delegate any of their powers to a committee or
committees consisting of such of their number as they think fit.

(2) A committee to which any powers have been so delegated shall exercise the
powers delegated in accordance with any directions of the directors and a
power so exercised shall be deemed to have been exercised by the directors.

(3) The members of such a committee may elect one of their number as chairman
of their meetings.

(4) Where such a meeting is held and:

   (a)  a chairman has not been elected as provided by subregulation (3); or

   (b)  the chairman is not present within 10 minutes after the time appointed
        for the holding of the meeting or is unwilling to act; the members
        present may elect one of their number to be chairman of the meeting.

(5) A committee may meet and adjourn as it thinks proper.

(6) Questions arising at a meeting of a committee shall be determined by a
majority of votes of the members present and voting.

(7) In the case of an equality of votes, the chairman, in addition to his
deliberative vote (if any), has a casting vote.
77. (1) If all the directors have signed a document containing a statement
that they are in favour of a resolution of the directors in terms set out in
the document, a resolution in those terms shall be deemed to have been passed
at a meeting of the directors held on the day on which the document was signed
and at the time at which the document was last signed by a director or, if the
directors signed the document on different days, on the day on which, and at
the time at which, the document was last signed by a director.

(2) For the purposes of subregulation (1), 2 or more separate documents
containing statements in identical terms each of which is signed by one or
more directors shall together be deemed to constitute one document containing
a statement in those terms signed by those directors on the respective days on
which they signed the separate documents.

(3) A reference in subregulation (1) to all the directors does not include a
reference to a director who, at a meeting of directors, would not be entitled
to vote on the resolution.
78. All acts done by any meeting of the directors or of a committee of
directors or by any person acting as a director are, notwithstanding that it
is afterwards discovered that there was some defect in the appointment of a
person to be a director or a member of the committee, or to act as, a
director, or that a person so appointed was disqualified, as valid as if the
person had been duly appointed and was qualified to be a director or to be a
member of the committee.
Managing Director
79. (1) The directors may from time to time appoint one or more of their
number to the office of managing director for such period and on such terms as
they think fit, and, subject to the terms of any agreement entered into in a
particular case, may revoke any such appointment.

(2) A director so appointed shall not, while holding that office, be subject
to retirement by rotation or be taken into account in determining the rotation
of retirement of directors, but his appointment automatically terminates if he
ceases from any cause to be a director.
80. A managing director shall, subject to the terms of any agreement entered
into in a particular case, receive such remuneration (whether by way of
salary, commission or participation in profits, or partly in one way and
partly in another) as the directors determine.
81. (1) The directors may, upon such terms and conditions and with such
restrictions as they think fit, confer upon a managing director any of the
powers exercisable by them.

(2) Any powers so conferred may be concurrent with, or be to the exclusion of,
the powers of the directors.

(3) The directors may at any time withdraw or vary any of the powers so
conferred on a managing director.
Associate Directors
82. (1) The directors may from time to time appoint any person to be an
associate director and may from time to time terminate any such appointment.

(2) The directors may from time to time determine the powers, duties and
remuneration of any person so appointed.

(3) A person so appointed is not required to hold any shares to qualify him
for appointment but, except by the invitation and with the consent of the
directors, does not have any right to attend or vote at any meeting of
directors.
Secretary
83. A secretary of the company holds office on such terms and conditions, as
to remuneration and otherwise, as the directors determine.
Seal
84. (1) The directors shall provide for the safe custody of the seal.

(2) The seal shall be used only by the authority of the directors, or of a
committee of the directors authorised by the directors to authorise the use of
the seal, and every document to which the seal is affixed shall be signed by a
director and be countersigned by another director, a secretary or another
person appointed by the directors to countersign that document or a class of
documents in which that document is included.
Inspection of Records
85. The directors shall determine whether and to what extent, and at what time
and places and under what conditions, the accounting records and other
documents of the company or any of them will be open to the inspection of
members other than directors, and a member other than a director does not have
the right to inspect any document of the company except as provided by law or
authorised by the directors or by the company in general meeting.
Dividends and Reserves
86. (1) The company in general meeting may declare a dividend if, and only if
the directors have recommended a dividend.

(2) A dividend shall not exceed the amount recommended by the directors.
87. The directors may authorise the payment by the company to the members of
such interim dividends as appear to the directors to be justified by the
profits of the company.
88. Interest is not payable by the company in respect of any dividend.
89. (1) The directors may, before recommending any dividend, set aside out of
the profits of the company such sums as they think proper as reserves, to be
applied, at the discretion of the directors, for any purpose for which the
profits of the company may be properly applied.

(2) Pending any such application, the reserves may, at the discretion of the
directors, be used in the business of the company or be invested in such
investments as the directors think fit.

(3) The directors may carry forward so much of the profits remaining as they
consider ought not to be distributed as dividends without transferring those
profits to a reserve.
90. (1) Subject to the rights of persons (if any) entitled to shares with
special rights as to dividend, all dividends shall be declared and paid
according to the amounts paid or credited as paid on the shares in respect of
which the dividend is paid.

(2) All dividends shall be apportioned and paid proportionately to the amounts
paid or credited as paid on the shares during any portion or portions of the
period in respect of which the dividend is paid, but, if any share is issued
on terms providing that it will rank for dividend as from a particular date,
that share ranks for dividend accordingly.

(3) An amount paid or credited as paid on a share in advance of a call shall
not be taken for the purposes of this regulation to be paid or credited as
paid on the share.
91. The directors may deduct from any dividend payable to a member all sums of
money (if any) presently payable by him to the company on account of calls or
otherwise in relation to shares in the company.
92. (1) Any general meeting declaring a dividend may, by resolution, direct
payment of the dividend wholly or partly by the distribution of specific
assets, including paid up shares in, or debentures of, any other corporation,
and the directors shall give effect to such a resolution.

(2) Where a difficulty arises in regard to such a distribution, the directors
may settle the matter as they consider expedient and fix the value for
distribution of the specific assets or any part of those assets and may
determine that cash payments will be made to any members on the basis of the
value so fixed in order to adjust the rights of all parties, and may vest any
such specific assets in trustees as the directors consider expedient.
93. (1) Any dividend, interest or other money payable in cash in respect of
shares may be paid by cheque sent through the post directed to:

   (a)  the address of the holder as shown in the register of members, or in
        the case of joint holders, to the address shown in the register of
        members as the address of the joint holder just first named in that
        register; or

   (b)  to such other address as the holder or joint holders in writing
        directs or direct.

(2) Any one of 2 or more joint holders may give effectual receipts for any
dividends, interest or other money payable in respect of the shares held by
them as joint holders.
Capitalisation of Profits
94. (1) Subject to subregulation (2), the company in general meeting may
resolve that it is desirable to capitalise any sum, being the whole or a part
of the amount for the time being standing to the credit of any reserve account
or the profit and loss account or otherwise available for distribution to
members, and that that sum be applied, in any of the ways mentioned in
subregulation (3), for the benefit of members in the proportions to which
those members would have been entitled in a distribution of that sum by way of
dividend.

(2) The company shall not pass a resolution as mentioned in subregulation (1)
unless the resolution has been recommended by the directors.

(3) The ways in which a sum may be applied for the benefit of members under
subregulation (1) are:

   (a)  in paying up any amounts unpaid on shares held by members;

   (b)  in paying up in full unissued shares or debentures to be issued to
        members as fully paid; or

   (c)  partly as mentioned in paragraph (a) and partly as mentioned in
        paragraph (b).

(4) The directors shall do all things necessary to give effect to the
resolution and, in particular, to the extent necessary to adjust the rights of
the members among the themselves, may:

   (a)  issue fractional certificates or make cash payments in cases where
        shares or debentures become issuable in fractions; and

   (b)  authorise any person to make, on behalf of all the members entitled to
        any further shares or debentures upon the capitalisation, an agreement
        with the company providing for the issue to them, credited as fully
        paid up, of any such further shares or debentures or for the payment
        up by the company on their behalf of the amounts or any part of the
        amounts remaining unpaid on their existing shares by the application
        of their respective proportions of the sum resolved to be capitalised;
        and any agreement made under an authority referred to in paragraph (b)
        is effective and binding on all the members concerned.
Notices
95. (1) A notice may be given by the company to any member either by serving
it on him personally or by sending it by post to him at his address as shown
in the register of members or the address supplied by him to the company for
the giving of notices to him.

(2) Where a notice is sent by post, service of the notice shall be deemed to
be effected by properly addressing, prepaying, and posting a letter containing
the notice, and to have been effected, in the case of a notice of a meeting,
on the day after the date of its posting and, in any other case, at the time
at which the letter would be delivered in the ordinary course of post.

(3) A notice may be given by the company to the joint holders of a share by
giving the notice to the joint holder first named in the register of members
in respect of the share.

(4) A notice may be given by the company to a person entitled to a share in
consequence of the death or bankruptcy of a member by serving it on him
personally or by sending it to him by post addressed to him by name, or by the
title of representative of the deceased or assignee of the bankrupt, or by any
like description, at the address (if any) within the Territory supplied for
the purpose by the person or, if such an address has not been supplied, at the
address to which the notice might have been sent if the death or bankruptcy
had not occurred.
96. (1) Notice of every general meeting shall be given in the manner
authorised by regulation 95 to:

   (a)  every member;

   (b)  every person entitled to a share in consequence of the death or
        bankruptcy of a member who, but for his death or bankruptcy, would be
        entitled to receive notice of the meeting; and

   (c)  the auditor for the time being of the company.

(2) No other person is entitled to receive notices of general meetings.
Winding up
97. (1) If the company is wound up, the liquidator may, with the sanction of a
special resolution, divide among the members in kind the whole or any part of
the property of the company and may for that purpose set such value as he
considers fair upon any property to be so divided and may determine how the
division is to be carried out as between the members or different classes of
members.

(2) The liquidator may, with the sanction of a special resolution, vest the
whole or any part of any such property in trustees upon such trusts for the
benefit of the contributories as the liquidator thinks fit, but so that no
member is compelled to accept any shares or other securities in respect of
which there is any liability.
Indemnity
98. Every officer, auditor or agent of the company shall be indemnified out of
the property of the company against any liability incurred by him in his
capacity as officer, auditor or agent in defending any proceedings, whether
civil or criminal, in which judgment is given in his favour or in which he is
acquitted or in connection with any application in relation to any such
proceedings in which relief is under the Act granted to him by the Court.
TABLE B
REGULATIONS FOR MANAGEMENT OF A NO LIABILITY COMPANY
Interpretation
1. (1) In these regulations:

"Act" means the Corporations Act 1989;

"seal" means the common seal of the company and includes any official seal of
the company;

"secretary" means any person appointed to perform the duties of a secretary of
the company.

(2) Section 46 of the Acts Interpretation Act 1901 applies in relation to
these regulations as if they were an instrument made by an authority under a
power conferred by the Corporations Act 1989 as in force on the day on which
these regulations became binding on the company.

(3) Except so far as the contrary intention appears in these regulations, an
expression has, in a provision of these regulations that deals with a matter
dealt with by a particular provision of the Act, the same meaning as in that
provision of the Act.
Share Capital and Variation of Rights
2. Without prejudice to any special rights previously conferred on the holders
of any existing shares or class of shares but subject to the Act, shares in
the company may be issued by the directors and any such share may be issued
with such preferred, deferred or other special rights or such restrictions,
whether with regard to dividend, voting, return of capital or otherwise, as
the directors, subject to any resolution, determine.
3. Subject to the Act, any preference shares may, with the sanction of a
resolution, be issued on the terms that they are, or at the option of the
company are liable, to be redeemed.
4. (1) If any time the share capital is divided into different classes of
shares, the rights attached to any class (unless otherwise provided by the
terms of issue of the shares of that class) may, whether or not the company is
being wound up, be varied with the consent in writing of the holders of
three-quarters of the issued shares of that class, or with the sanction of a
special resolution passed at a separate meeting of the holders of the shares
of the class.

(2) The provision of these regulations relating to general meetings apply so
far as they are capable of application and mutatis mutandis to every such
separate meeting except that:

   (a)  a quorum is constituted by 2 persons who, between them, hold or
        represent by proxy one-third of the issued shares of the class; and

   (b)  any holder of shares of the class, present in person or by proxy, may
        demand a poll.

(3) The rights conferred upon the holders of the shares of any class issued
with preferred or other rights shall, unless otherwise expressly provided by
the terms of issue of the shares of that class, be deemed to be varied by the
creation or issue of further shares ranking equally with the first-mentioned
shares.
5. (1) The company may exercise the power to make payments by way of brokerage
or commission conferred by the Act in the manner provided by the Act.

(2) Payments by way of brokerage or commission may be satisfied by the payment
of cash, by the allotment of fully or partly paid shares or partly by the
payment of cash and partly by the allotment of fully or partly paid shares.
6. (1) Except as required by law, the company shall not recognise a person as
holding a share upon any trust.

(2) The company is not bound by or compelled in any way to recognise (whether
or not it has notice of the interest or rights concerned) any equitable,
contingent, future or partial interest in any share or unit of a share or
(except as otherwise provided by these regulations or by law) any other right
in respect of a share except an absolute right of ownership in the registered
holder.
7. (1) A person whose name is entered as a member in the register of members
is entitled without payment to receive a certificate in respect of the share
under the seal of the company in accordance with the Act but, in respect of a
share or shares held jointly by several persons, the company is not bound to
issue more than one certificate.

(2) Delivery of a certificate for a share to one of several joint holders is
sufficient delivery to all such holders.
Calls on Shares
8. (1) The directors may, subject to section 387 of the Act, make calls upon
the members in respect of any money unpaid on the shares of the members
(whether on account of the nominal value of the shares or by way of premium)
and not by the terms of issue of those shares made payable at fixed times.

(2) The directors may revoke or postpone a call.
9. A call shall be deemed to have been made at the time when the resolution of
the directors authorising the call was passed and may be required to be paid
by instalments.
10. At any sale by auction under section 388 of the Act, a share forfeited for
non-payment of any call may, if the directors so determine, be offered for
sale and sold credited as paid up to the sum of:

   (a)  the amount paid up at the time of forfeiture;

   (b)  the amount of the call; and

   (c)  the amount of any other call or calls becoming payable on or before
        the date of sale.
Transfer of Shares
11. (1) Subject to these regulations, a member may transfer all or any of his
shares by instrument in writing in any usual or common form or in any other
form that the directors approve.

(2) An instrument of transfer referred to in subregulation (1) shall be
executed by or on behalf of both the transferor and the transferee.

(3) A transferor of shares remains the holder of the shares transferred until
the transfer is registered and the name of the transferee is entered in the
register of members in respect of the shares.
12. The instrument of transfer must be left for registration at the registered
office of the company together with such fee (if any) not exceeding $1.00 as
the directors require, accompanied by the certificate of the shares to which
it relates and such other information as the directors properly require to
show the right of the transferor to make the transfer, and thereupon the
company shall, subject to the powers vested in the directors by these
regulations, register the transferee as a shareholder.
13. The registration of transfer may be suspended at such times and for such
periods as the directors from time to time determine not exceeding in the
whole 30 days in the year.
Transmission of Shares
14. In the case of the death of a member, the survivor or survivors where the
deceased was a joint holder, and the legal personal representatives of the
deceased where he was a sole holder, shall be the only persons recognised by
the company as having any title to his interest in the shares.
15. (1) Subject to the Bankruptcy Act 1966, a person becoming entitled to a
share in consequence of the death or bankruptcy of a member may, upon such
information being produced as is properly required by the directors, elect
either to be registered himself as holder of the share or to have some other
person nominated by him registered as the transferee of the share.

(2) If the person becoming entitled elects to be registered himself, he shall
deliver or send to the company a notice in writing signed by him stating that
he so elects.

(3) If he elects to have another person registered, he shall execute a
transfer of the share to that other person.

(4) All the limitations, restrictions and provisions of these rules relating
to the right to transfer, and the registration of transfer of, shares are
applicable to any such notice or transfer as if the death or bankruptcy of the
member had not occurred and the notice or transfer were a transfer signed by
that member.
16. (1) Where the registered holder of a share dies or becomes bankrupt, his
personal representative or the trustee of his estate, as the case may be, is,
upon the production of such information as is properly required by the
directors, entitled to the same dividends and other advantages, and to the
same rights (whether in relation to meetings of the company, or to voting or
otherwise), as the registered holder would have been entitled to if he had not
died or become bankrupt.

(2) Where 2 or more persons are jointly entitled to any share in consequence
of the death of the registered holder, they shall, for the purpose of these
regulations, be deemed to be joint holders of the share.
Conversion of Shares into Stock
17. The company may, by resolution, convert all or any of its paid up shares
into stock and re-convert any stock into paid up shares of any nominal value.
18. (1) Subject to subregulation (2), where shares have been converted into
stock, the provisions of these rules relating to the transfer of shares apply,
so far as they are capable of application, to the transfer of the stock or of
any part of the stock.

(2) The directors may fix the minimum amount of stock transferable and
restrict or forbid the transfer of fractions of that minimum, but the minimum
shall not exceed the aggregate of the nominal values of the shares from which
the stock arose.
19. (1) The holders of stock have, accordingly to the amount of the stock held
by them, the same rights, privileges and advantages as regards dividends,
voting at meetings of the company and other matters as they would have if they
held the shares from which the stock arose.

(2) No such privilege or advantage (except participation in the dividends and
profits of the company and in the property of the company on winding up) shall
be conferred by any amount of stock that would not, if existing in shares,
have conferred that privilege or advantage.
20. The provisions of these regulations that are applicable to paid up shares
apply to stock, and references in those provisions to share and shareholder
shall be read as including references to stock and stockholder, respectively.
Alteration of Capital
21. The company may, by resolution:

   (a)  increase its authorised share capital by the creation of new shares of
        such amount as is specified in the resolution;

   (b)  consolidate and divide all or any of its authorised share cpaital into
        shares of a larger amount than its existing shares;

   (c)  subdivide all or any of its shares into shares of a smaller amount
        than is fixed by the memorandum but so that in the subdivision the
        proportion between the amount paid and the amount (if any) unpaid on
        each such share of a smaller amount is the same as it was in the case
        of the share from which the share of a smaller amount is derived; and

   (d)  cancel shares that, at the date of the passing of the resolution, have
        not been taken or agreed to be taken by any person or have been
        forfeited and reduce its authorised share capital by the amount of the
        shares so cancelled.
22. (1) Subject to any direction to the contrary that may be given by the
company in general meeting, all unissued shares shall, before issue, be
offered to such persons as at the date of the offer are entitled to receive
notices from the company of general meetings in proportion, as nearly as the
circumstances allow, to the sum of the nominal values of the shares already
held by them.

(2) The offer shall be made by notice specifying the number of shares offered
and limiting a time within which the offer, if not accepted, will be deemed to
be declined.

(3) After the expiration of that time or on being notified by the person to
whom the offer is made that he declines to accept the shares offered, the
directors may issue those shares in such manner as they think most beneficial
to the company.

(4) Where, by reason of the proportion that shares proposed to be issued bear
to shares already held, some of the first-mentioned shares cannot be offered
in accordance with subregulation (1), the directors may issue the shares that
cannot be so offered in such manner as they think most beneficial to the
company.
23. Subject to the Act, the company may, by special resolution, reduce its
share capital, any capital redemption reserve fund or any share premium
account.
General Meetings
24. Any director may whenever he thinks fit convene a general meeting.
25. (1) A notice of a general meeting shall specify the place, the day and the
hour of meeting and, except as provided by subregulation (2), shall state the
general nature of the business to be transacted at the meeting.

(2) It is not necessary for a notice of an annual general meeting to state
that the business to be transacted at the meeting includes the declaring of a
dividend, the consideration of accounts and the reports of the directors and
auditors, the election of directors in the place of those retiring or the
appointment and fixing of the remuneration of the auditors.
Proceedings at General Meetings
26. (1) No business shall be transacted at any general meeting unless a quorum
of members if present at the time when the meeting proceeds to business.

(2) For the purpose of determining whether a quorum is present, a person
attending as a proxy, or as representing a body corporate that is a member,
shall be deemed to be a member.
27. If a quorum is not present within half an hour from the time appointed for
the meeting:

   (a)  where the meeting was convened upon the requisition of members-the
        meeting shall be dissolved; or

   (b)  in any other case:

        (i)    the meeting stands adjourned to such day, and at such time and
               place, as the directors determine or, if no determination is
               made by the directors, to the same day in the next week at the
               same time and place; and

        (ii)   if at the adjourned meeting a quorum is not present within half
               an hour from the time appointed for the meeting:

                (A)  2 members constitute a quorum; or

                (B)  where 2 members are not present-the meeting shall be
                     dissolved.
28. (1) If the directors have elected one of their number as chairman of their
meetings, he shall preside as chairman at every general meeting.

(2) Where a general meeting is held and:

   (a)  a chairman has not been elected as provided by subregulation (1); or

   (b)  the chairman is not present within 15 minutes after the time appointed
        for the holding of the meeting or is unwilling to act; the members
        present elect one of their number to be chairman of the meeting.
29. (1) The chairman may with the consent of any meeting at which a quorum is
present, and shall if so directed by the meeting, adjourn the meeting from
time to time and from place to place, but no business shall be transacted at
any adjourned meeting other than the business left unfinished at the meeting
from which the adjournment took place.

(2) When a meeting is adjourned for 30 days or more, notice of the adjourned
meeting shall be given as in the case of an original meeting.

(3) Except as provided by subregulation (2), it is not necessary to give any
notice of an adjournment or of the business to be transacted at an adjourned
meeting.
30. (1) At any general meeting a resolution put to the vote of the meeting
shall be decided on a show of hands unless a poll is (before or on the
declaration of the result of the show of hands) demanded:

   (a)  by the chairman;

   (b)  by at least 3 members present in person or by proxy;

   (c)  by a member or members present in person or by proxy and representing
        not less than one-tenth of the total voting rights of all the members
        having the right to vote at the meeting; or

   (d)  by a member or members holding shares in the company conferring a
        right to vote at the meeting being shares on which an aggregate sum
        has been paid up equal to not less than one-tenth of the total sum
        paid up on all the shares conferring that right.

(2) Unless a poll is so demanded, a declaration by the chairman that a
resolution has on a show of hands been carried or carried unanimously, or by a
particular majority, or lost, and an entry to that effect in the book
containing the minutes of the proceedings of the company, is conclusive
evidence of the fact without proof of the number or proportion of the votes
recorded in favour of or against the resolution.

(3) The demand for a poll may be withdrawn.
31. (1) If a poll is duly demanded, it shall be taken in such manner and
(subject to subregulation (2)) either at once or after an interval or
adjournment or otherwise as the chairman directs, and the result of the poll
shall be the resolution of the meeting at which the poll was demanded.

(2) A poll demanded on the election of a chairman or on a question of
adjournment shall be taken forthwith.
32. In the case of an equality of votes, whether on a show of hands or on a
poll, the chairman of the meeting at which the show of hands takes place or at
which the poll is demanded, in addition to his deliverative vote (if any), has
a casting vote.
33. Subject to any rights or restrictions for the time being attached to any
class or classes of shares:

   (a)  at meetings of members or classes of members each member entitled to
        vote may vote in person or by proxy or attorney; and

   (b)  on a show of hands every person present who is a member or a
        representative of a member has one vote, and on a poll every person
        present in person or by proxy or attorney has one vote for each share
        he holds.
34. In the case of joint holders the vote of the senior who tenders a vote,
whether in person or by proxy or by attorney, shall be accepted to the
exclusion of the votes of the other joint holders and, for this purpose,
seniority shall be determined by the order in which the names stand in the
register of members.
35. If a member is of unsound mind or is a person whose person or estate is
liable to be dealt with in any way under the law relating to mental health,
his committee or trustee or such other person as properly has the management
of his estate may exercise any rights of the member in relation to a general
meeting as if the committee, trustee or other person were the member.
36. A member is not entitled to vote at a general meeting unless all calls and
other sums presently payable by him in respect of the shares in the company
have been paid.
37. (1) An objection may be raised to the qualification of a voter only at the
meeting or adjourned meeting at which the vote objected to is given or
tendered.

(2) Any such objection shall be referred to the chairman of the meeting, whose
decision is final.

(3) A vote not disallowed pursuant to such an objection is valid for all
purposes.
38. (1) An instrument appointing a proxy shall be in writing under the hand of
the appointor or of his attorney duly authorised in writing or, if the
appointor is a corporation, either under seal or under the hand of an officer
or attorney duly authorised.

(2) An instrument appointing a proxy may specify the manner in which the proxy
is to vote in respect of a particular resolution and, where an instrument of
proxy so provides, the proxy is not entitled to vote on the resolution except
as specified in the instrument.

(3) An instrument appointing a proxy shall be deemed to confer authority to
demand or join in demanding a poll.

(4) An instrument appointing a proxy shall be in the following form or in a
form that is as similar to the following form as the circumstances allow:
(Name of company) I/we,, of, being a member/members of the abovenamed company,
hereby appoint          of          or, in his absence,
ofas my/our proxy to vote for me/us on my/our behalf at the *annual general

*general
meeting of the company to be held on the     day of     19  and at any
adjournment of that meeting.
+This form is to be used     *in favour of the resolution.


*against
Signed this          day of          19 .


*Strike out whichever is not desired. +To be inserted if desired.
39. An instrument appointing a proxy shall not be treated as valid unless the
instrument, and the power of attorney or other authority (if any) under which
the instrument is signed or a notarially certified copy of that power or
authority, is or are deposited, not less than 48 hours before the time for
holding the meeting or adjourned meeting at which the person named in the
instrument proposes to vote, or, in the case of a poll, not less than 24 hours
before the time appointed for the taking of the poll, at the registered office
of the company or at such other place within the Territory as is specified for
that purpose in the notice convening the meeting.
40. A vote given in accordance with the terms of an instrument of proxy or of
a power of attorney is valid notwithstanding the previous death or unsoundness
of mind, of the principal, the revocation of the instrument (or of the
authority under which the instrument was executed) or of the power, or the
transfer of the share in respect of which the instrument or power is given, if
no intimation in writing of the death, unsoundness of mind, revocation or
transfer has been received by the company at the registered office before the
commencement of the meeting or adjourned meeting at which the instrument is
used or the power is exercised.
Appointment, Removal and Remuneration of Directors
41. (1) The number of the directors and the names of the first directors shall
be determined in writing by the subscribers to the memorandum of association
or a majority of them.

(2) The company may, by resolution, increase or reduce the number of
directors, and may also determine in what rotation the increased or reduced
number is to go out of office.
42. (1) At the first annual meeting of the company all the directors shall
retire from office, and at the annual general meeting in every subsequent year
one-third of the directors for the time being, or, if their number is not 3 or
a multiple of 3, then the number nearest one-third, shall retire from office.

(2) A retiring director is eligible for re-election.
43. The directors to retire at an annual general meeting other than the first
annual general meeting are those who have been longest in office since their
last election, but, as between persons who became directors on the same day,
those to retire shall (unless they otherwise agree among themselves) be
determined by lot.
44. (1) The company may, at the meeting at which a director so retires, by
resolution fill the vacated office by electing a person to that office.

(2) If the vacated office is not so filled, the retiring director shall, if
offering himself for re-election and not being disqualified under the Act from
holding office as a director, be deemed to have been re-elected unless at that
meeting:

   (a)  it is expressly resolved not to fill the vacated office; or

   (b)  a resolution for the re-election of that director is put and lost.
45. (1) The directors may at any time appoint any person to be director,
either to fill a casual vacancy or as an addition to the existing directors,
but so that the total number of directors does not at any time exceed the
number determined in accordance with these regulations.

(2) Any director so appointed holds office only until the next following
annual general meeting and is then eligible for re-election but shall not be
taken into account in determining the directors who are to retire by rotation
at that meeting.
46. (1) The company may by resolution remove any director before the
expiration of his period of office, and may by resolution appoint another
person in his stead.

(2) The person so appointed is subject to retirement at the same time as if he
had become a director on the day on which the director in whose place he is
appointed was last elected a director.
47. (1) The directors shall be paid such remuneration as is from time to time
determined by the company in general meeting.

(2) The remuneration shall be deemed to accrue from day to day.

(3) The directors may also be paid all travelling and other expenses properly
incurred by them in attending and returning from meetings of the directors, or
any committee of the directors or general meetings of the company or otherwise
in connection with the business of the company.
48. The share qualifications for directors may be fixed by the company in
general meeting and, unless and until so fixed, is one share.
49. In addition to the circumstance in which the office of a director becomes
vacant by virtue of the Act, the office of a director becomes vacant if the
director:

   (a)  becomes of unsound mind or a person whose person or estate is liable
        to be dealt with in any way under the law relating to mental health;

   (b)  resigns his office by notice in writing to the company;

   (c)  is absent without the consent of the directors from meetings of the
        directors held during a period of 6 months;

   (d)  without the consent of the company in general meeting holds any other
        office of profit under the company except that of managing director or
        principal executive officer; or

   (e)  is directly or indirectly interested in any contract or proposed
        contract with the company and fails to declare the nature of his
        interest as required by the Act.
Powers and Duties of Directors
50. (1) Subject to the Act and to any other provision of these regulations,
the business of the company shall be managed by the directors, who may pay all
expenses incurred in promoting and forming the company, and may exercise all
such powers of the company as are not, by the Act or by these regulations,
required to be exercised by the company in general meeting.

(2) Without limiting the generality of subregulation (1), the directors may
exercise all the powers of the company to borrow money, to charge, any
property or business of the company or all or any of its uncalled capital and
to issue debentures or give any other security for a debt, liability or
obligation of the company or of any other person.
51. (1) The directors may, by power of attorney, appoint any person or persons
to be the attorney or attorneys of the company for such purposes, with such
powers, authorities and discretions (being powers, authorities and discretions
vested in or exercisable by the directors), for such period and subject to
such conditions as they think fit.

(2) Any such power of attorney may contain such provisions for the protection
and convenience of persons dealing with the attorney as the directors think
fit and may also authorise the attorney to delegate all or any of the powers,
authorities and discretions vested in him.
52. All cheques, promissory notes, bankers drafts, bills of exchange and other
negotiable instruments, and all receipts for money paid to the company, shall
be signed, drawn, accepted, indorsed or otherwise executed, as the case may
be, by any 2 directors or in such other manner as the directors determine.
Proceedings of Directors
53. (1) The directors may meet together for the despatch of business and
adjourn and otherwise regulate their meetings as they think fit.

(2) A director may at any time, and a secretary shall on the requisition of a
director, convene a meeting of the directors.
54. (1) Subject to these regulations, questions arising at a meeting of
directors shall be decided by a majority of votes of directors present and
voting and any such decision shall for all purposes be deemed a decision of
the directors.

(2) In case of an equality of votes, the chairman of the meeting, in addition
to his deliberative vote (if any), has a casting vote.
55. A director shall not vote in respect of any contract or proposed contract
with the company in which he is in any way, whether directly or indirectly,
interested or in respect of any matter arising out of such a contract or
proposed contract and, if he votes in contravention of this subregulation, his
vote shall not be counted.
56. (1) A director may, with the approval of the other directors, appoint a
person (whether a member of the company or not) to be an alternate director in
his place during such period as he thinks fit.

(2) An alternate director is entitled to notice of meetings of the directors
and, if the appointor is not present at such a meeting, is entitled to attend
and vote in his stead.

(3) An alternate director may exercise any powers that the appointor may
exercise and the exercise of any such power by the alternate director shall be
deemed to be the exercise of the power by the appointor.

(4) An alternate director is not required to have any share qualifications.

(5) The appointment of an alternate director may be terminated at any time by
the appointor notwithstanding that the period of the appointment of the
alternate director has not expired, and terminates in any event if the
appointor vacates office as a director.

(6) An appointment, or the termination of an appointment, of an alternate
director shall be effected by a notice in writing signed by the director who
makes or made the appointment and served on the company.
57. At a meeting of directors, the number of directors whose presence is
necessary to constitute a quorum is such number as is determined by the
directors and, unless so determined, is 2.
58. In the event of a vacancy or vacancies in the office of a director or
offices of directors, the remaining directors may act but, if the number of
remaining directors is not sufficient to constitute a quorum at a meeting of
directors, they may act only for the purpose of increasing the number of
directors to a number sufficient to constitute such a quorum or of convening a
general meeting of the company.
59. (1) The directors may elect one of their number as chairman of their
meetings and may determine the period for which he is to hold office.

(2) Where such a meeting is held and:

   (a)  a chairman has not been elected as provided by subregulation (1); or

   (b)  the chairman is not present within 10 minutes after the time appointed
        for the holding of the meeting or is unwilling to act; the directors
        present shall elect one of their number to be chairman of the meeting.
60. (1) The directors may delegate any of their powers to a committee or
committees consisting of such of their number as they think fit.

(2) A committee to which any powers have been so delegated shall exercise the
powers delegated in accordance with any directions of the directors and a
power so exercised shall be deemed to have been exercised by the directors.

(3) The members of such a committee may elect one of their number as chairman
of their meetings.

(4) Where such a meeting is held and:

   (a)  a chairman has not been elected as provided by subregulation (3); or

   (b)  the chairman is not present within 10 minutes after the time appointed
        for the holding of the meeting or is unwilling to act; the members
        present may elect one of their number to be chairman of the meeting.

(5) A committee may meet and adjourn as it thinks proper.

(6) Questions arising at a meeting of a committee shall be determined by a
majority of votes of the members present and voting.

(7) In the case of an equality of votes, the chairman, in addition to his
deliberative vote (if any), has a casting vote.
61. (1) If all the directors have signed a document containing a statement
that they are in favour of a resolution of the directors in terms set out in
the document, a resolution in those terms shall be deemed to have been passed
at a meeting of the directors held on the day on which the document was signed
and at the time at which the document was last signed by a director or, if the
directors signed the document on different days, on the day on which, and at
the time at which, the document was last signed by a director.

(2) For the purposes of subregulation (1), 2 or more separate documents
containing statements in identical terms each of which is signed by one or
more directors shall together be deemed to constitute one document containing
a statement in those terms signed by those directors on the respective days on
which they signed the separate documents.

(3) A reference in subregulation (1) to all the directors does not include a
reference to a director who, at a meeting of directors, would not be entitled
to vote on the resolution.
62. All acts done by any meeting of the directors or of a committee of
directors or by any person acting as a director are, notwithstanding that it
is afterwards discovered that there was some defect in the appointment of a
person to be, or to act as, a director, or that a person so appointed was
disqualified, as valid as if the person had been duly appointed and was
qualified to be a director.
Managing Directors
63. (1) The directors may from time to time appoint one or more of their
number to the office of managing director for such period and on such terms as
they think fit, and, subject to the terms of any agreement entered into in a
particular case, may revoke any such appointment.

(2) A director so appointed shall not, while holding that office, be subject
to retirement by rotation or be taken into account in determining the rotation
of retirement of directors but his appointment automatically terminates if he
ceases from any cause to be a director.
64. A managing director shall, subject to the terms of any agreement entered
into in a particular case, receive such remuneration (whether by way of
salary, commission or participation in profits, or partly in one way and
partly in another) as the directors determine.
65. (1) The directors may, upon such terms and conditions and with such
restrictions as they think fit, confer upon a managing director any of the
powers exercisable by them.

(2) Any powers so conferred may be concurrent with, or be to the exclusion of,
the powers of the directors.

(3) The directors may at any time withdraw or vary any of the powers so
conferred on a managing director.
Associate Directors
66. (1) The directors may from time to time appoint any person to be an
associate director and may from time to time terminate any such appointment.

(2) The directors may from time to time determine the powers, duties and
remuneration of any person so appointed.

(3) A person so appointed is not required to hold any shares to qualify him
for appointment but, except by the invitation and with the consent of the
directors, does not have any right to attend or vote at any meeting of
directors.
Secretary
67. A secretary of the company holds office on such terms and conditions, as
to remuneration and otherwise, as the directors determine.
Seal
68. (1) The directors shall provide for the safe custody of the seal.

(2) The seal shall be used only by the authority of the directors, or of a
committee of the directors authorised by the directors to authorise the use of
the seal, and every document to which the seal is affixed shall be signed by a
director and be countersigned by another director, a secretary or another
person appointed by the directors to countersign that document or a class of
documents in which that document is included.
Inspection of Records
69. The directors shall determine whether and to what extent, and at what time
and places and under what conditions, the accounting records and other
documents of the company or any of them will be open for the inspection of
members other than directors, and a member other than a director does not have
the right to inspect any document of the company except as provided by law or
authorised by the directors or by the company in general meeting.
Dividends and Reserves
70. (1) The company in general meeting may declare a dividend if, and only if,
the directors have recommended a dividend.

(2) A dividend shall not exceed the amount recommended by the directors.
71. The directors may authorise the payment by the company to the members of
such interim dividends as appear to the directors to be justified by the
profits of the company.
72. Interest is not payable by the company in respect of any dividend.
73. (1) The directors may, before recommending any dividend, set aside out of
the profits of the company such sums as they think proper as reserves, to be
applied, at the discretion of the directors, for any purpose for which the
profits of the company may be properly applied.

(2) Pending any such application, the reserves may, at the discretion of the
directors, be used in the business of the company or be invested in such
investments as the directors think fit.

(3) The directors may carry forward so much of the profits remaining as they
consider ought not to be distributed as dividends without transferring those
profits to a reserve.
74. (1) Subject to the rights of persons (if any) entitled to shares with
special rights as to dividend, all dividends shall be declared and paid
according to the amounts paid or credited as paid on the shares in respect of
which the dividend is paid.

(2) All dividends shall be apportioned and paid proportionately to the amounts
paid or credited as paid on the shares during any portion or portions of the
period in respect of which the dividend is paid, but, if any share is issued
on terms providing that it will rank for dividend as from a particular date,
that share ranks for dividend accordingly.

(3) An amount paid or credited as paid on a share in advance of a call shall
not be taken for the purposes of this regulation to be paid or credited as
paid on the share.
75. (1) Any general meeting declaring a dividend may, by resolution, direct
payment of the dividend wholly or partly by the distribution of specific
assets, including paid up shares in, or debentures of, any other body
corporate, and the directors shall give effect to such a resolution.

(2) Where a difficulty arises in regard to such a distribution, the directors
may settle the matter as they consider expedient and fix the value for
distribution of the specific assets or any part of those assets and may
determine that cash payments will be made to any members on the basis of the
value so fixed in order to adjust the rights of all parties, and may vest any
such specific assets in trustees as the directors consider expedient.
76. (1) Any dividend, interest or other money payable in cash in respect of
shares may be paid by cheque sent through the post directed to:

   (a)  the address of the holder as shown in the register of members, or in
        the case of joint holders, to the address shown in the register of
        members as the address of the joint holder first named in that
        register; or

   (b)  to such other address as the holder or joint holders in writing
        directs or direct.

(2) Any one of 2 or more joint holders may give effectual receipts for any
dividends, interest or other money payable in respect of the shares held by
them as joint holders.
Capitalisation of Profits
77. (1) Subject to subregulation (2), the company in general meeting may
resolve that it is desirable to capitalise any sum, being the whole or part of
the amount for the time being standing to the credit of any reserve account or
the profit and loss account or otherwise available for distribution to
members, and that that sum be applied, in any of the ways mentioned in
subregulation (3), for the benefit of members in the proportions to which
those members would have been entitled in a distribution of that sum by way of
dividend.

(2) The company shall not pass a resolution as mentioned in subregulation (1)
unless the resolution has been recommended by the directors.

(3) The ways in which a sum may be applied for the benefit of members under
subregulation (1) are:

   (a)  in paying up any amounts unpaid on shares held by members;

   (b)  in paying up in full unissued shares or debentures to be issued to
        members as fully paid; or

   (c)  partly as mentioned in paragraph (a) and partly as mentioned in
        paragraph (b).

(4) The directors shall do all things necessary to give effect to the
resolution and, in particular, to the extent necessary to adjust the rights of
the members among themselves, may:

   (a)  issue fractional certificates or make cash payments in cases where
        shares or debentures become issuable in fractions; and

   (b)  authorise any person to make, on behalf of all the members entitled to
        any further shares or debentures upon the capitalisation, an agreement
        with the company providing for the issue to them, credited as fully
        paid up, of any such further shares or debentures or for the payment
        up by the company on their behalf of the amounts or any part of the
        amounts remaining unpaid on their existing shares by the application
        of their respective proportions of the sum resolved to be capitalised;
        and any agreement made under an authority referred to in paragraph (b)
        is effective and binding on all the members concerned.
Notices
78. (1) A notice may be given by the company to any member either by serving
it on him personally or by sending it by post to him at his address as shown
in the register of members or the address supplied by him to the company for
the giving of notices to him.

(2) Where a notice is sent by post, service of the notice shall be deemed to
be effected by properly addressing, prepaying, and posting a letter containing
the notice, and to have been effected, in the case of a notice of a meeting,
on the day after the date of its posting and, in any other case, at the time
at which the letter would be delivered in the ordinary course of post.

(3) A notice may be given by the company to the joint holders of a share by
giving the notice to the joint holder first named in the register of members
in respect of the share.

(4) A notice may be given by the company to a person entitled to a share in
consequence of the death or bankruptcy of a member by serving it on him
personally or by sending it to him by post addressed to him by name, or by the
title of representative of the deceased or assignee of the bankrupt, or by any
like description, at the address (if any) in Australia supplied for the
purpose by the person or, if such an address has not been supplied, at the
address to which the notice might have been sent if the death or bankruptcy
had not occurred.
79. (1) Notice of every general meeting shall be given in the manner
authorised by regulation 78 to:

   (a)  every member;

   (b)  every person entitled to a share in consequence of the death or
        bankruptcy of a member who, but for his death or bankruptcy, would be
        entitled to receive notice of the meeting; and

   (c)  the auditor for the time being of the company.

(2) No other person in entitled to receive notices of general meetings.
Winding Up
80. (1) If the company is wound up, the liquidator may, with the sanction of a
special resolution, divide among the members in kind the whole or any part of
the property of the company and may for that purpose set such value as he
considers fair upon any property to be so divided and may determine how the
division is to be carried out as between the members or different classes of
members.

(2) The liquidator may, with the sanction of a special resolution, vest the
whole or any part of any such property in trustees upon such trust for the
benefit of the contributories as the liquidator thinks fit, but so that no
member is compelled to accept any shares or other securities in respect of
which there is any liability.
81. (1) Subject to the rights of persons (if any) entitled to shares with
special rights in a winding up, to the provisions of subsection 395 (2) of the
Act and to subregulation (2), all moneys and property that are to be
distributed among members on a winding up shall be so distributed in
proportion to the shares held by them respectively irrespective of the amount
paid up or credited as paid up on the shares.

(2) If a company ceases to carry on business within 12 months of its
incorporation, shares issued for cash shall, in the distribution, to the
extent of the capital contributed by subscribing shareholders, rank in
priority to shares issued to vendors or promotors or both for consideration
other than cash.
Indemnity
82. Every officer, auditor or agent of the company shall be indemnified out of
the property of the company against any liability incurred by him in his
capacity as officer, auditor or agent in defending any proceedings, whether
civil or criminal, in which judgment is given in his favour or in which he is
acquitted or in connection with any application in relation to any such
proceedings in which relief is under the Act granted to him by the Court.