Constitution of Brunet Walter Pty. Ltd.

Question: Explain about the Constitution of Brunet Walter Pty. Ltd.? Answer: Constitution of Brunet Walter Pty.Ltd. Preliminary Nature The company is a proprietary company limited by shares. Replaceable rules The replaceable rules in the Corporations Act applies to the Company. The Companys internal management may be governed by: provisions of the Corporations Act 2001 (the Corporations Act) that apply to the company - known as replaceable rules; (sec 135) the Constitution Objects The Company is established with the object to operate as a safety and security business. Shares Subject to the Corporations Act any rights and restrictions attached to a class of Shares, the Company shall: allot and issue Shares; and grant options over unissued Shares, With reference to the Corporations Act, 2001, the Company will have ordinary shares as well as preference shares. The Preference shares issued to the members will b subject to the laws given under the Corporations Act, 2001 in accordance with the Section 254 (A) along with the four requirements. Registered holder is absolute owner Only as under the law or this Constitution the Company shall not recognize any interest with respect to ay Share except as the rightful legal owner of the member who is a holder of the Share Transfer of Shares Forms of transfer In accordance to this Constitution any member may transfer one or more shares which he holds by the instrument of transfer complying with this Constitution. Instrument of transfer The instrument of transfer of any Share must have the following: Must be in writing; Must be in the usual form or in any such form approved by the Director and allowed by the law; Executed on behalf of the transfer; Duly stamped; Delivered properly to the company; Suspension of transfers The registration of the transfer of shares may be suspended by the Directors at any time or for such period as they deem fit. However, such suspension shall not exceed 30 days in one calendar year. Meetings Who can call meetings of Members In accordance with the Corporations Act, the Director may call for a meeting with the members at any such time and place as the Directors deem fit. The Directors may also call and arrange a general meeting on the request of the members according to the Corporations Act. The members may also call and arrange a general meeting according to the Corporations Act. How to call meetings of Members The Company must give a prescribed meeting notice before holding any meeting. This Notice must be given to each and every member, Director and auditor of the Company. Right to attend meetings Every member and auditor of the Company is entitled to attend meetings of the members. Each Director is entitled to attend and speak at the meetings. Quorum The Quorum for a meeting would be as follows: If the company has only one member, then one person, and in all other cases two persons, provided that each person is a member, or a proxy member or representative of a member. Number of votes In accordance to the Constitution and the Corporations Act and any restrictions related to the shares, every shareholder, every member has one vote. A member who is present has: One vote for each fully paid share that the member holds; A fraction of one vote for each of the partially paid share that the member hold. This fraction would be equal to the amount credited on that share that is paid up. Directors Appointment of Directors The Company will have two Directors and under no circumstances will the Company have less than two directors. The first Directors are the individuals who are specified as directors in the application for the registration of the Company under the Corporations Act. According to the Corporations Act, the Director needs to give a written consent about his or her intention to become the Director. The Director also needs to mention about the every detail about him. Vacation of office A Director may resign from his office after giving the company a notice in writing; The Company in a written resolution appoints any other person, which he deems fit as the Director. Shareholders The company may invite people to send their names to be shareholders in the company. Any person showing interest needs to give a written consent to be a shareholder of the company. All shareholders will have the right to participate in the surplus assets. All shareholders would be given the right to cast their vote. Winding up Distributions proportional to paid up capital In the case of winding up of the company the surplus must be divided among the members in the appropriate proportions which in dependent on the amount paid on the share o the members including the amount credited. Distributions of assets Subject to the restrictions related to the class of Shares the winding up of the company would be done with the with the sanctions of the members- Distribution of the property or part of the property among the members; Distribution between members and class of members