SCHEDULE 1 - Provisions for Inclusion in Constitution of Each Corporation

Section 12(2)

Provisions to the effect of the following provisions are to be included in the constitution of each Corporation. Words and expressions used in these provisions have the same meaning as in this Act or, if applicable, the Corporations Act.

1.    Entrenchment

(1) Any special resolution of the company that purports to modify or repeal the constitution or a provision of the constitution in breach of the requirements of subclause (2) does not have any effect.

(2) The constitution or a provision of the constitution may not be modified or repealed –

(a) in a way that would result in the constitution being inconsistent with the provisions of the Water and Sewerage Corporations Act 2008 or any regulations made under it; or

(b) unless the provisions of section 13 of the Water and Sewerage Corporations Act 2008 have been complied with.

2.    Act to prevail

(1) The provisions of the Water and Sewerage Corporations Act 2008 prevail over any inconsistent provisions of the constitution of the company.

(2) The company, its directors and members are expressly prohibited from exercising any of their powers in contravention of or in a manner inconsistent with any requirement of the Water and Sewerage Corporations Act 2008 .

3.    Subsidiaries

(1) The company may not –

(a) form, or participate in the formation of, any company, trust, managed investment scheme, other body corporate, partnership or joint venture; or

(b) acquire –

(i) any shares or other securities in a company; or

(ii) any interest, including any units, in any trust; or

(iii) any interest in any managed investment scheme; or

(iv) any interest in any other body corporate; or

(v) any interest in any partnership or joint venture –

without the prior approval of the members of the first-mentioned company.

(2) The company is, to the maximum extent practicable, to ensure that every subsidiary complies with its constitution (if any) and with the requirements of the Water and Sewerage Corporations Act 2008 .

4.    Replaceable rules not to apply

The replaceable rules applicable to a proprietary company contained in the Corporations Act from time to time do not apply to the company.