Commonwealth Numbered Acts

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CORPORATIONS ACT 2001 - SECT 140

Effect of constitution and replaceable rules

(1) A company's constitution (if any) and any replaceable rules that apply to the company have effect as a contract:

(a)
between the company and each member; and

(b)
between the company and each director and company secretary; and

(c)
between a member and each other member;

under which each person agrees to observe and perform the constitution and rules so far as they apply to that person.

(2) Unless a member of a company agrees in writing to be bound, they are not bound by a modification of the constitution made after the date on which they became a member so far as the modification:

(a)
requires the member to take up additional shares; or

(b)
increases the member's liability to contribute to the share capital of, or otherwise to pay money to, the company; or

(c)
imposes or increases restrictions on the right to transfer the shares already held by the member, unless the modification is made:

(i)
in connection with the company's change from a public company to a proprietary company under Part 2B.7; or
(ii)
to insert proportional takeover approval provisions into the company's constitution.


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