SCHEDULE 1 - Provisions to be included in constitution

Section 8

1.    Parliamentary approval for amendment of constitution

(1) A special resolution altering, adding to or omitting a provision of this constitution does not have any effect unless and until both Houses of the Parliament of Tasmania have approved the special resolution.

(2) A special resolution is approved by a House of Parliament –

(a) when the House passes a motion approving the special resolution; or

(b) at the end of 5 sitting days after the special resolution was laid before the House if no notice of motion to disapprove the special resolution is before the House; or

(c) if such a notice is before the House at the end of that period, when the first of the following occurs:

(i) the notice is withdrawn;

(ii) the motion is negatived;

(iii) a further period of 5 sitting days ends.

2.    Interpretation

Words, phrases and expressions used in this constitution have the same meanings as in –

(a) the Corporations Law; and

(b) except where inconsistent with that Law, the TOTE Tasmania Act 2000 .

3.    Powers and duties of board of directors

Subject to the Corporations Law and this constitution –

(a) the business of the Company must be managed by the board of directors; and

(b) the board of directors may exercise all powers of the Company as are not, by the Corporations Law or by this constitution, required to be exercised by the members.

4.    Approval for borrowings

Except where approved by special resolution, the Company must not borrow from any person other than the Tasmanian Public Finance Corporation.

5.    Approval for matters relating to ownership of subsidiaries

Except where approved by special resolution, the Company must not –

(a) form or acquire, or participate in the formation or acquisition of, a subsidiary; or

(b) dispose of shares in a subsidiary; or

(c) enter into any transaction which may result in a subsidiary ceasing to be a subsidiary.

6.    Approval for constitution of subsidiary in relation to borrowings

Except where approved by special resolution, the Company must not –

(a) approve the constitution of a subsidiary unless the constitution contains a provision that is substantially the same as clause 4 of Schedule 1 to the TOTE Tasmania Act 2000 ; or

(b) approve or effect an amendment to that provision.

7.    Member request for information

On the written request of a member, the Company must provide to both the member and the Minister –

(a) the business and strategic plans of the Company and any subsidiary as specified in the request; and

(b) any financial information specified in the request; and

(c) a report on any matters specified in the request; and

(d) any other information relevant to any such plan, financial information or report.