[JUPITERS LIMITED LOGO]
EXHIBIT 1.1
CONSTITUTION OF JUPITERS LIMITED
CORPORATIONS ACT
COMPANY LIMITED BY SHARES
CONSTITUTION
OF
JUPITERS LIMITED
1 INTERPRETATION
1.1 DEFINITIONS
In this Constitution, unless the contrary intention appears:
"APPROVAL SHARES" means shares the subject of the Foundation Agreement.
"APPROVED HOLDER" means:
(a) a body registered under the Life Insurance Act 1995 (Cwlth) if
the body, in its last published audited financial statements,
held net assets of at least $100 million; or
(b) a regulated superannuation fund, an approved deposit fund, a
pooled superannuation trust, or a public sector superannuation
scheme within the meaning of the Superannuation Industry
(Supervision) Act 1993 (Cwlth) if the fund, trust or scheme,
in its last published audited financial statements, held net
assets of at least $100 million; or
(c) a managed investment scheme within the meaning of the
Corporations Act if the scheme, in its last published audited
financial statements, held net assets of at least $100
million; or
(d) a person who is a licensed dealer and a member organisation of
an Australian stock exchange within the meaning of the
Corporations Act acting as principal, if the licensed dealer,
in its last published audited financial statements, held net
assets of at least $100 million; or
(e) an authorised deposit-taking institution that carries on any
banking business in Australia within the meaning of the
Banking Act 1959 (Cwlth) and their wholly-owned subsidiaries;
or
(f) any building society regulated by the Australian Prudential
Regulation Authority and their wholly-owned subsidiaries.
"ASX" means Australian Stock Exchange Limited.
"BRISBANE CASINO AGREEMENT" means an agreement between the State of
Queensland and the Company dated 6 May 1993.
"BUY-BACK" means the time of completion of the selective buy-back by
the Company of Approval Shares held by the Founders, as agreed between
the Founders and the Company
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in the Buy-Back Agreements dated on or about February 2002, effected by
the cancellation of the shares bought back.
"CASINO CONTROL ACT" means the Casino Control Act 1982.
"COMPANY" means Jupiters Limited (ACN 010 741 045).
"CONSTITUTION" means this constitution.
"CORPORATIONS ACT" means the Corporations Act 2001 (Cwlth) and the
Corporations Regulations made under it, as amended from time to time.
"DIRECTOR" includes an alternate Director.
"FOUNDATION AGREEMENT" means the agreement between the Company and the
Founders dated 4 November 1991.
"FOUNDER" means a member who immediately prior to the Buy-Back was
registered as the holder of Approval Shares.
"GOVERNOR-IN-COUNCIL" means the Governor-in-Council for the State of
Queensland.
"GRANDFATHERED HOLDING" means the lesser of:
(a) the voting power of a Grandfathered Shareholder held on the
date the Buy-Back is announced by the Company to ASX less any
shares bought back under the Buy-Back; and
(b) the voting power held by the Grandfathered Shareholder at any
time after the Buy-Back.
"GRANDFATHERED SHAREHOLDER" means a person:
(a) whose voting power in the Company immediately after the
Buy-Back is in excess of 10% and immediately prior to the
Buy-Back was a party to the Foundation Agreement; or
(b) who, immediately prior to the Buy-Back held the Minister's
approval under CLAUSE 7.1(a) for their voting power in the
Company to exceed 5% and whose voting power in the Company
exceeds 10% solely as a result of the Buy-Back,
provided that a person shall cease to be a Grandfathered Shareholder
when their voting power in the Company ceases to exceed 10%.
"JUPITERS CASINO AGREEMENT" means an agreement between the State of
Queensland, Perpetual Trustees Queensland Limited, Jupiters Management
Limited and the Company dated 21 April 1983.
"LISTING RULES" means the listing rules of ASX and any other rules of
ASX which are applicable to listed companies as amended or replaced
from time to time, except to the extent of any express written waiver
by ASX and, where the context permits, includes the SCH business rules.
"MARKETABLE PARCEL" has the meaning given to it in the Listing Rules.
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"MEMBER" means a person entered in the register as a member for the
time being of the Company.
"MINISTER" means the Treasurer or other Minister of the Crown for the
time being charged with the administration of the Casino Control Act.
The term includes any Minister of the Crown who is temporarily
performing the duties of the Minister.
"REGISTER" means the register of members kept pursuant to the
Corporations Act and includes a branch register.
"REPRESENTATIVE" means a representative appointed by a member pursuant
to the Corporations Act.
"SECRETARY" includes an acting secretary and a person appointed by the
Directors to perform all or any of the duties of a secretary.
"SHAREHOLDING RESTRICTIONS" means the restrictions on holding shares
set out in CLAUSES 7.1 and 7.2 or either of them as the case requires.
"UNMARKETABLE PARCEL" means a parcel of shares which is less than a
Marketable Parcel calculated on the trading day prior to the date a
notice is sent under CLAUSES 5.8(a)(i) or 5.9(b).
1.2 INTERPRETATION GENERALLY
(a) Section 46 of the Acts Interpretation Act 1901 (Cwlth) applies
in relation to this Constitution as if it was an instrument
made by an authority under a power conferred by the
Corporations Act as in force on the date on which this
Constitution became binding on the Company.
(b) An expression used in a particular Part or Division of the
Corporations Act that is given by that Part or Division, a
special meaning for the purposes of that Part or Division has,
in any provision of this Constitution that deals with a matter
dealt with by that Part or Division, the same meaning as in
that Part or Division, unless the contrary intention appears.
(c) An expression defined in the Listing Rules has the same
meaning in this Constitution.
(d) A reference to a provision of the Corporations Act includes:
(i) a reference to that provision as amended; and
(ii) a reference to a corresponding provision contained in
any substituted or re-enacted legislation superseding
or replacing, in whole or in part, the Corporations
Act subject however to the corresponding provision in
the substituted or re-enacted legislation being in
identical or substantially identical terms to the
provision in the Corporations Act.
(e) A reference to a body or entity (whether corporate or
unincorporate) includes, in the event that such body or entity
ceases to exist, or is reconstituted, renamed or replaced from
time to time, a reference to such other body or entity as the
Directors consider most nearly fulfils the objects of the
first mentioned body or entity.
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(f) Unless the contrary intention appears:
(i) words importing the singular include the plural and
vice versa;
(ii) words importing any gender include all genders;
(iii) the term "person" or words importing persons include
bodies corporate;
(iv) a reference to writing includes any mode of
representing or reproducing words in tangible and
permanently visible form, and includes facsimile
transmission and electronic mail; and
(v) if a word or phrase is defined, cognate words and
phrases have corresponding definitions.
(g) Headings are for ease of reference only and do not affect the
construction of this Constitution.
(h) A reference to a statute or a document includes that statute
or document as amended from time to time.
(i) The rights, obligations and powers contained in this
Constitution are subject always to the Corporations Act and
the Listing Rules.
1.3 REPLACEABLE RULES DISPLACED
The replaceable rules contained in the Corporations Act which would
otherwise apply to the Company are displaced entirely by this
Constitution.
2 SHARE CAPITAL
2.1 CONTROL AND DISPOSAL OF SHARES
Subject to this Constitution and any special rights conferred on the
holders of any shares or class of shares:
(a) all unissued shares and securities in the Company are under
the control of the Directors;
(b) the Directors may allot or otherwise dispose of them with such
preferred, deferred or other rights and subject to such
restrictions as to dividends, voting, return of capital,
payment of calls or otherwise to such persons and on such
terms and conditions as they think fit; and
(c) the Directors may grant to any person an option over shares
during such time and for such consideration as they think fit.
2.2 APPROVAL FOR SHARE ISSUES
(a) Except in the case of -
(i) a pro-rata offer of shares to existing holders of
shares of a class which is already on issue by the
Company where notice of the pro-rata offer of shares
has been given to the Minister; or
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(ii) an issue of voting shares pursuant to the terms of
any non-voting or convertible securities issued in
accordance with CLAUSE 2.2(b),
the Directors shall refrain from the issue of any voting
shares unless the Governor-in-Council has approved such issue
and such issue shall be on such terms and conditions as the
Governor-in-Council thinks fit.
(b) The Directors shall refrain from issuing any non-voting shares
or securities convertible into voting shares unless the
Minister has approved such issue and such issue shall be on
such terms and conditions as the Minister thinks fit.
2.3 CERTIFICATES
(a) Subject to CLAUSE 2.3(g), a member is entitled free of charge
to one certificate for the shares of one class registered in
the member's name or to several certificates each for a
reasonable number of shares forming part of the member's
holding.
(b) Securities shall be allotted and transferred and subject to
CLAUSE 2.3(g), share certificates relating thereto (including
replacement certificates issued pursuant to CLAUSES 2.3(c) and
2.3(d)) shall be issued and delivered in accordance with the
Corporations Act and the Listing Rules.
(c) Subject to CLAUSE 2.3(g), where a certificate is lost or
destroyed, upon application to the Company by the owner
thereof in accordance with the Corporations Act, the Directors
shall issue a replacement certificate in lieu thereof.
(d) Subject to CLAUSE 2.3(g), where a certificate is worn out or
defaced, upon its production to the Company the Directors may
order it to be cancelled and issue a duplicate certificate in
lieu thereof.
(e) A fee of such amount, not exceeding any fee prescribed by the
Corporations Act, as the Directors determine may be charged
for a replacement certificate.
(f) A certificate for shares registered in the names of 2 or more
persons may be delivered to any one or more of them.
(g) Notwithstanding any other provision in this Constitution, the
Company shall not be required to issue a share certificate
(whether upon the issue or transfer of the shares) and
furthermore may cancel such a certificate without issuing any
certificate in its place, in circumstances where the non-issue
of a certificate is permitted by the Corporations Act and the
Listing Rules.
(h) Where the Company has determined not to issue share
certificates or to cancel existing share certificates, a
member shall have the right to receive such statements of the
holdings of the member as are required to be distributed to a
member under the Corporations Act or the Listing Rules.
2.4 JOINT HOLDERS
Where 2 or more persons are registered as the holders of a share they
shall be deemed to hold it as joint tenants with rights of survivorship
subject to the provisions of this Constitution as to joint
shareholdings and the following provisions:
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(a) they and their respective legal personal representatives shall
be deemed to be liable severally as well as jointly in respect
of all payments which ought to be made in respect of the
share;
(b) subject to PARAGRAPH (a), on the death of any one of them the
survivor or survivors shall be the only person or persons whom
the Company shall recognise as having any title to the share,
but the Directors may require such evidence of death as they
think fit; and
(c) any one of them may give effectual receipts for any dividend
or other distribution.
2.5 RECOGNITION OF INTEREST
(a) Except as required by law, the Company shall not recognise a
person as holding a share upon any trust.
(b) 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 this Constitution or by law) any other
right in respect of a share except an absolute right of
ownership in the registered holder of the share.
(c) In the case of the death of a member, the legal personal
representatives of the deceased, where the deceased is a sole
holder, shall be the only persons recognised by the Company as
having any title to the shares held by the deceased, and for
this purpose the Directors may require reasonable evidence of
death.
2.6 PREFERENCE SHARES
(a) Subject to this Constitution, the Directors may issue
preference shares including preference shares which are, or at
the option of the Company are, liable to be redeemed.
(b) Each preference share confers on the holder a right to receive
a preferential dividend at the rate and on the basis decided
by the Directors.
(c) The preferential dividend may be cumulative only if and to the
extent Directors decide.
(d) Each preference share confers on its holder:
(i) the right, in priority to the payment of any dividend
on ordinary shares, to the preferential dividend; and
(ii) the right on a winding up to payment of dividends
declared and any amount paid on the share in priority
to ordinary shares.
(e) In addition to the preferential dividend and rights on winding
up, each preference share may participate in the profits and
assets of the Company including on a winding up, if and to the
extent determined by the Directors.
(f) Without limiting the terms upon which a preference share may
be issued by the Directors, a preference share may, at the
discretion of the Directors:
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(i) restrict or prohibit the right of a holder to
participate in share issues by the Company or any
capitalisation of profits;
(ii) convert, or at the option of the Company or the
holder, be convertible into some other class of share
on terms determined by the Directors;
(iii) rank in priority to preference shares already issued
or with different rights to preference shares already
issued;
(iv) confer on its holder the right, on redemption, to the
payment of dividends or any amount paid on the share;
or
(v) entitle the holder to voting rights in limited or
unlimited circumstances and may be non-voting shares,
provided that while the Company is listed on ASX it
shall comply with the ASX Listing Rules in relation
to voting rights.
3 CALLS ON SHARES
3.1 CALLS DETERMINED BY DIRECTORS
The Directors may from time to time make such calls as they think fit
upon the members in respect of all or any moneys unpaid on the shares
held by them and not by the conditions of allotment thereof made
payable at fixed times. A call shall be deemed to have been made when
the resolution of the Directors authorising such call was passed and
may be payable by instalments. A call may be revoked or postponed as
the Directors may determine.
3.2 NOTICE OF CALL
Notice of a call shall be sent to members upon whom a call is made in
accordance with the Listing Rules.
3.3 INTEREST ON CALLS
If a sum called in respect of a share is not paid before or on the day
appointed for payment thereof, the person from whom the sum is due
shall pay interest on the sum from the day appointed for payment
thereof to the time of actual payment at such rate as shall be
stipulated in the conditions of issue or in the absence of any such
provision at such rate as the Directors may determine, but the
Directors shall be at liberty to waive payment of such interest wholly
or in part.
3.4 SUBSEQUENT CALLS/NON-RECEIPT OF NOTICE
No subsequent call shall be made until after the expiration of 7 days
from the day upon which the call made immediately previous to it is
payable. The non-receipt of a notice of any call by or the accidental
omission to give notice to any of the members shall not invalidate the
call.
3.5 DEEMED CALL
Any sum that, by the terms of issue of a share, becomes payable on
allotment or at a fixed date shall for the purposes of this
Constitution 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 the
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case of non-payment, all the relevant provisions of this Constitution
as to payment of interest, expenses, forfeiture or otherwise apply as
if the sum had become payable by virtue of a call duly made and
notified.
3.6 DIFFERENCES IN CALLS AND TIMES OF PAYMENT
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.
3.7 PAYMENT IN ADVANCE OF CALLS
The Directors may if they think fit receive from any member willing to
advance the same all or any part of the sum due upon the shares held by
him beyond the sums actually called for; and upon the amounts so paid
or satisfied in advance or so much thereof as from time to time exceeds
the amount of the calls then made upon the shares in respect of which
such advance has been made the Company may pay interest at such rate as
the member paying such sum in advance and the Directors agree upon. And
the Directors may at any time repay the amount so advanced upon giving
to such member 3 months notice in writing. Any capital paid on shares
in advance of calls shall not confer a right to participate in profits.
4 LIEN ON SHARES
4.1 COMPANY'S LIEN FOR CALLS
The Company shall have a first and paramount lien and charge upon all
the shares other than fully paid up shares registered in the name of
each member (whether solely or jointly with others) for the allotment
money, calls or instalments of calls payable to the Company in respect
of such shares.
4.2 OTHER LIEN
(a) The Company shall also have a first and paramount lien and
charge:
(i) upon all the shares (other than fully paid shares)
registered in the name of each member (whether solely
or jointly with others) in respect of all moneys
(with interest thereon as hereinafter mentioned)
which the Company is required by law to pay (and has
paid) in respect of the shares; and
(ii) over particular shares registered in the name of a
member or deceased former member (whether solely or
jointly with others) where those shares were acquired
under an employee incentive scheme, for all amounts
owing to the Company for acquiring them.
(b) Any moneys owing to or paid by the Company in respect of the
shares may be recovered from members or their legal personal
representatives as a debt due to the Company.
4.3 LIEN OVER DIVIDENDS
The Company's lien on a share shall extend to all dividends from time
to time declared in respect of such share.
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4.4 ENFORCEMENT OF LIEN
(a) For the purpose of enforcing any such lien the Directors may
sell the shares subject to the lien in such manner as they
think fit without any consent by the holder of the shares or
any other person.
(b) Shares on which the Company has a lien cannot be sold unless
and until default is made in the payment, fulfilment or
discharge of such calls or other moneys owing in respect of
the shares and until notice in writing of the intention to
sell is served on the holder and the holder fails to pay such
calls or other moneys within 14 days after service of such
notice.
(c) The net proceeds of any such sale shall be applied in or
towards satisfaction of the moneys together with any interest
and expenses paid or payable in connection with the
enforcement of the lien and the sale of the shares.
(d) The balance (if any) shall be paid to the member or the
member's executors, administrators or assigns.
(e) Upon any sale of shares under this CLAUSE 4.4, the Directors
may authorise some person to transfer the shares sold to the
purchaser of the shares and may enter the purchaser's name in
the register as holder of the shares and the purchaser shall
not be bound to see to the regularity or validity or be
affected by any irregularity or invalidity of the proceedings
nor be bound to see to the application of the purchase money
and after the purchaser's name has been entered in the
register, the validity of the sale shall not be impeached by
any person and the remedy of any person aggrieved by the sale
shall be in damages only and against the Company exclusively.
(f) The Company may do all such things as may be necessary or
appropriate for it to do under the Listing Rules to protect
any lien, charge or other right to which it may be entitled
under any law or this Constitution.
4.5 INTEREST AND EXPENSES
In each case referred to in CLAUSES 4.1 and 4.2, the Company's lien on
a share shall extend to reasonable interest and reasonable expenses
incurred by the Company because the relevant amount is not paid by the
member or the member's legal personal representatives.
4.6 EXEMPTION
The Directors may at any time exempt a share wholly or in part from the
provisions of this CLAUSE 4.
5 FORFEITURE, SURRENDER AND COMPULSORY SALE OF SHARES
5.1 NOTICE IF CALL OR INSTALMENT UNPAID
(a) If any member fails to pay any call or instalment or any money
payable under the terms of allotment of a share on or before
the day appointed for payment thereof the Directors may at any
time while the same remains unpaid serve a notice on the
member requiring payment together with any interest that may
have accrued
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thereon and any expenses that may have been incurred by the
Company by reason of such non-payment.
(b) The notice shall name a further day (not being less than 14
days from the date of the notice) on or before which such call
instalment or other money and all interest and expenses that
have accrued by reason of such non-payment are to be paid and
the place where payment is to be made (the place so named
being either the registered office of the Company or some
other place at which calls of the Company are usually made
payable) and shall state that in the event of non-payment on
or before the day and at the place appointed the share in
respect of which such payment is due will be liable to be
forfeited.
5.2 FORFEITURE FOR NON-COMPLIANCE WITH NOTICE
(a) If the requirements of any such notice served under CLAUSE 5.1
are not complied with the share in respect of which such
notice has been given may at any time thereafter before
payment of all money due thereon with interest and expenses
shall have been made be forfeited by a resolution of the
Directors to that effect. Such forfeiture shall include
dividends declared in respect of the forfeited share and not
actually paid before the forfeiture.
(b) Any share so forfeited shall be held in trust by the Directors
on behalf of the Company and may be held, re-allotted, sold or
otherwise disposed of in such manner as the Directors think
fit and in case of re-allotment with or without any money paid
thereon by the former holder being credited as paid up. The
Directors may at any time before any share so forfeited shall
have been re-allotted, sold or otherwise disposed of annul the
forfeiture thereof upon such conditions as they may think fit.
In the event of any shares being forfeited and sold the net
proceeds of such sale shall be applied in or towards
satisfaction of the moneys due and owing in respect of such
shares and accrued interest and expenses paid or payable in
connection with such sale and the residue (if any) shall be
paid to the former holder or the former holder's executors,
administrators or assigns.
(c) Any member whose shares have been forfeited shall cease to be
a member in respect of the forfeited shares but shall
notwithstanding such forfeiture remain liable to pay to the
Company all calls or other money interest and expenses owing
in respect of such shares at the time of forfeiture together
with interest thereon from the time of forfeiture until
payment at the rate of 17% per annum or such lesser rate as
may be fixed by the Directors and the Directors may enforce
the payment thereof as they think fit.
5.3 DIRECTORS MAY ACCEPT SURRENDER OF SHARE
The Directors may accept the surrender of any paid up share by way of
compromise of any question as to the holder being properly registered
in respect thereof. Any share so surrendered may be disposed of in the
same manner as a forfeited share.
5.4 EVIDENCE OF OWNERSHIP AFTER DISPOSAL OF SHARES
In the event of the re-allotment or sale of a forfeited or surrendered
share a certificate in writing under the seal of the Company that the
share has been duly forfeited surrendered or sold in accordance with
the regulations of the Company shall be conclusive evidence of the
facts stated as against all persons claiming the share and the
Directors may cause the name
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of the new allottee or purchaser to be entered in the register in
respect of the share and the new allottee or purchaser shall not be
bound to see to the regularity of the proceedings or to the application
of the purchase money or consideration. Subject to CLAUSE 2.3(g), a
certificate of title to the share shall be delivered to such new
purchaser or allottee who shall be registered in respect of the share
and deemed the holder of the share discharged from all calls or other
money interest and expenses due prior to such purchase or allotment and
the title to the share shall not be affected by any irregularity in the
proceedings and the remedy of any person aggrieved by the re-allotment
or sale shall be in damages only and against the Company exclusively.
5.5 OTHER FORFEITURE
The provisions of this Constitution 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, as if that sum had been payable by
virtue of a call duly made and notified, provided that notice of such
forfeiture shall be given in accordance with CLAUSE 5.1.
5.6 CANCELLATION OF FORFEITED SHARES
The Company may by ordinary resolution cancel any shares forfeited
under this CLAUSE 5.
5.7 UNMARKETABLE PARCELS
The Company may sell an Unmarketable Parcel in accordance either CLAUSE
5.8 or CLAUSE 5.9.
5.8 SALE OF UNMARKETABLE PARCELS IN ACCORDANCE WITH LISTING RULE 15.13
(a) Under this CLAUSE 5.8, the Company may sell an Unmarketable
Parcel held by a member:
(i) if it has notified the member in writing of the
Company's intention to do so;
(ii) if it gives the member at least 42 days from the date
the notice is sent under PARAGRAPH (i) in which to
tell the Company that the member wishes to retain
their Unmarketable Parcel; and
(iii) if it or the purchaser of the Unmarketable Parcel
pays for the costs of the sale.
(b) The Company may use the procedure under this CLAUSE 5.8 only
once in any 12 month period in relation to an Unmarketable
Parcel held by a member.
(c) If the Company receives written notice from the member at the
Company's registered office within the time period set by the
Company under CLAUSE 5.8(a)(ii) that the member wishes to
retain their Unmarketable Parcel, the Company will not sell
that member's Unmarketable Parcel.
(d) The Company's power of sale under this CLAUSE 5.8 will lapse
following the announcement of a takeover bid or a similar bid
under a foreign regime for the Company ("TAKEOVER") and, at
the option of the Company, may begin to have effect once more
after the close of offers made under the Takeover.
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(e) The proceeds of sale will not be sent to a member until the
Company has received any certificate relating to the
securities (or is satisfied that the certificate has been lost
or destroyed).
5.9 SALE OF UNMARKETABLE PARCELS IN ACCORDANCE WITH LISTING RULE 15.13A
(a) This CLAUSE 5.9 shall:
(i) only apply to securities in a new holding created by
the transfer of a parcel of securities that was less
than a Marketable Parcel at the time a proper SCH
transfer was initiated or a paper based transfer was
lodged; and
(ii) not apply to any securities transferred before 1
September 1999.
(b) The Company may sell an Unmarketable Parcel held by a member
under this CLAUSE 5.9 by giving written notice to the member
of the following:
(i) the Unmarketable Parcel which the Company proposes to
sell;
(ii) a statement that the Unmarketable Parcel will be sold
not less than 7 days after the date of the notice;
(iii) a statement that the proceeds of the sale will be
sent to the member within 14 days after the date of
the sale; and
(iv) a statement that from the date of the notice, the
right of the member to vote or to receive dividends
in relation to the Unmarketable Parcel shall be
suspended.
(c) From the date of the notice given under CLAUSE 5.9(b), all
rights of the member to vote or to receive dividends in
relation to the Unmarketable Parcel shall be suspended.
(d) The proceeds of the sale of the Unmarketable Parcel, less the
costs of the sale, must be sent to the member. If, because of
CLAUSE 5.9(c), the dividends on an Unmarketable Parcel cannot
be sent to a member in the ordinary course, the dividends will
be sent to the member with the proceeds of sale.
6 TRANSFER OF SHARES
6.1 TRANSFERS
(a) PARTICIPATION IN COMPUTERISED OR ELECTRONIC SYSTEMS
The Directors may do anything they consider necessary or
desirable and which is permitted under the Corporations Act
and the Listing Rules to facilitate the participation by the
Company in any computerised or electronic system established
or recognised by the Corporations Act or the Listing Rules for
the purposes of facilitating dealings in shares or securities.
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(b) FORM OF TRANSFERS
(i) Subject to this Constitution, a member may transfer
all or any of the member's shares by:
(A) any computerised or electronic system
established or recognised by the Listing
Rules or the Corporations Act for the
purpose of facilitating dealings in shares
or other securities, including a transfer
that may be effected pursuant to the SCH
business rules or other electronic transfer
process; or
(B) an instrument in writing in any usual or
common form or in any other form that the
Directors approve.
(ii) The transferor remains the holder of the shares and
the member of the Company in respect of those shares
until the name of the transferee is entered in the
register, other than in the case of a proper SCH
transfer, in which case the provisions of the SCH
business rules apply.
(iii) In the case of a proper SCH transfer, the Company
must comply with such obligations as may be imposed
on it by the Listing Rules and any applicable
legislation (including stamp duty legislation) in
connection with any transfer of shares.
(c) REGISTRATION PROCEDURE
Where a written instrument of transfer referred to in CLAUSE
6.1(b) is to be used by a member to transfer shares, the
following provisions apply:
(i) The instrument of transfer must be executed by or on
behalf of both the transferor and the transferee
unless it is a sufficient transfer of marketable
securities within the meaning of the Corporations
Act.
(ii) The instrument of transfer shall be stamped and left
at the share registry of the Company for registration
accompanied by the certificate for the shares to be
transferred (if any) and such other evidence as the
Directors may require to prove the title of the
transferor and the transferor's right to transfer the
shares.
(iii) A fee shall not be charged on the registration of a
transfer of shares or other securities in registrable
form.
(iv) On registration of a transfer of shares, the Company
must cancel the old certificate (if any).
(d) POWER TO REFUSE TO REGISTER
(i) The Directors may refuse to register any transfer of
shares where:
(A) the Listing Rules permit the Company to do
so; or
(B) the Listing Rules require the Company to do
so.
14
(ii) Subject to CLAUSE 6.1(e), the Directors shall refuse
to register a transfer of shares where the Company is
aware that the transfer will result in a breach of
the Shareholding Restrictions.
(iii) Where the Directors refuse to register a transfer,
they shall send notice of the refusal and the precise
reasons therefor to the transferee and the lodging
broker (if any) in accordance with the Listing Rules.
(e) NON-INTERFERENCE WITH REGISTRATION
Notwithstanding any other provision contained in this
Constitution, the Company may not prevent, delay or interfere
with the registration of an SCH transfer or the registration
of a paper-based transfer of shares in the Company in
registrable form in a manner which is contrary to the
provisions of the Listing Rules or the Corporations Act.
(f) RESTRICTED SECURITIES
(i) Restricted securities cannot be disposed of during
the escrow period for those securities, except as
permitted by the Listing Rules or ASX.
(ii) Notwithstanding the provisions of this CLAUSE 6, the
Company must refuse to acknowledge a disposal
(including registering a transfer) of restricted
securities during the escrow period in relation to
those securities, except as permitted by the Listing
Rules or ASX.
6.2 APPROVAL REQUIRED FOR PROPORTIONAL TAKEOVER BID
(a) In this clause the following words shall have these meanings:
"ELIGIBLE SHAREHOLDERS" means those persons described in
CLAUSE 6.2(c).
"MEETING" means a meeting of the Eligible Shareholders
convened and conducted by the Company.
"OFFEROR" means the person making the offer pursuant to the
Takeover Bid.
"POSTAL BALLOT" means a postal ballot conducted by the Company
in accordance with CLAUSE 6.2(g).
"PRESCRIBED RESOLUTION" means a resolution to approve a
Takeover Bid in accordance with the provisions of this clause.
"RELEVANT DAY" means the day that is 14 days before the end of
the period during which the offers under the Takeover Bid
remain open.
"SHARES" means shares included in the class of shares the
subject of the Takeover Bid.
"TAKEOVER BID" means an off-market bid in accordance with
section 618(1)(b) of the Corporations Act.
A reference to "a person associated with" another person has
the meaning given to that expression by sections 10, 11, 12,
15 and 16 of the Corporations Act.
15
(b) Registration of a transfer giving effect to a contract
resulting from the acceptance of an offer made under the
Takeover Bid is prohibited, unless and until the Prescribed
Resolution is passed, notwithstanding any reservation of
shares made pursuant to the Listing Rules. The Directors shall
ensure that the Prescribed Resolution is voted on before the
Relevant Day.
(c) The persons entitled to vote on the Prescribed Resolution
shall be those persons (other than the Offeror or a person
associated with the Offeror) who, as at the end of the day on
which the first offer under the Takeover Bid was made, held
Shares. On a Prescribed Resolution, Eligible Shareholders
shall be entitled to one vote for each Share held.
(d) The Prescribed Resolution shall be voted on in either of the
following ways as determined by the Directors:
(i) at a Meeting; or
(ii) by means of a Postal Ballot.
(e) The Prescribed Resolution shall be taken to have been passed
if the proportion that the number of votes in favour of the
Prescribed Resolution bears to the total number of votes on
the Prescribed Resolution is greater than one-half.
(f) If the Directors determine that the Prescribed Resolution
shall be voted on at a Meeting, then the provisions of this
Constitution that apply to a general meeting of the Company
shall, with such modifications as the circumstances require,
apply to the Meeting.
(g) If the Directors determine that the Prescribed Resolution
shall be voted on by means of Postal Ballot:
(i) The Directors shall despatch to the Eligible
Shareholders:
(A) a notice proposing the Prescribed
Resolution;
(B) a ballot paper for the purpose of voting on
the Prescribed Resolution;
(C) a statement setting out details of the
Takeover Bid; and
(D) a memorandum explaining the postal ballot
procedure which is to govern voting in
respect of the Prescribed Resolution.
(ii) A vote recorded on a ballot paper shall not be
counted, for the purposes of determining whether or
not the Prescribed Resolution is passed, unless the
ballot paper is:
(A) correctly completed and signed under the
hand of the Eligible Shareholder or of his
attorney duly authorised in writing or if
the Eligible Shareholder is a body corporate
in a manner set out in sections 127(1) and
(2) of the Corporations Act, or under the
hand of its attorney so authorised; and
16
(B) received at the registered office of the
Company on or before the date specified for
its return in the notice proposing the
Prescribed Resolution such date to be not
less than 17 days before the end of the
period during which offers under the
Takeover Bid remain open.
(h) Where a Prescribed Resolution is voted on before the Relevant
Day the Company shall, on or before the Relevant Day:
(i) give to the Offeror; and
(ii) serve on each notifiable securities exchange,
a notice in writing stating that the Prescribed Resolution has
been so voted on and that the resolution has been passed, or
has been rejected, as the case requires.
(i) Where, as at the end of the day prior to the Relevant Day, no
resolution to approve the Takeover Bid has been voted on, a
Prescribed Resolution shall be deemed to have been passed in
accordance with this clause.
(j) Where a Prescribed Resolution is voted on prior to the
Relevant Day and is rejected:
(i) Notwithstanding section 652A of the Corporations Act,
all offers under the Takeover Bid that have not, as
at the end of the Relevant Day, been accepted or have
been accepted and from whose acceptance binding
contracts have not resulted, shall be deemed to be
withdrawn at the end of the Relevant Day;
(ii) The Offeror shall, forthwith after the end of the
Relevant Day, return to each person who has accepted
any of the offers any documents that were sent by the
person to the Offeror with the acceptance of the
offer;
(iii) The Offeror is entitled to rescind, and shall,
forthwith after the end of the Relevant Day, rescind,
each contract resulting from the acceptance of an
offer made under the Takeover Bid; and
(iv) A person who has accepted an offer made under the
Takeover Bid is entitled to rescind the contract (if
any) resulting from that acceptance.
(k) This clause shall cease to have effect on the third
anniversary of the date of adoption of this clause unless it
is sooner omitted by amendment to this Constitution or renewed
in the manner provided by section 648G of the Corporations
Act.
6.3 DIVESTMENT OF SHARES
(a) If:
(i) a notice in writing is issued to the Company by the
Minister pursuant to section 31(2) of the Casino
Control Act setting out as a ground giving rise to
its issue that a holder of shares in the Company is
not or has ceased to be at any time a suitable person
to be associated or connected
17
with the ownership administration or management of
the operations or business of the Company; or
(ii) the Governor-in Council in pursuance of any Act of
the State of Queensland now or hereafter in force by
Order in Council published in the Queensland
Government Gazette requires a disposal of shares in
the Company by a shareholder,
then the Directors may issue a notice to that holder requiring
that holder to dispose of such shares within a period of 2
months of the date of the service of the notice provided that:
(iii) upon the issue of such notice and subject to
PARAGRAPH (iv) hereof, any right to vote conferred by
this Constitution upon a holder of those shares shall
be suspended until the shares have been disposed of;
and
(iv) if upon receipt of such a notice the holder of those
shares transfers the same to a trustee approved of by
the Minister to hold on behalf of that holder, the
said period of 2 months shall be extended to 3 years
and any rights to vote conferred by this Constitution
upon a holder of those shares may be exercised by
that trustee.
(b) If the requirements of any notice referred to in CLAUSE 6.3(a)
are not complied with by such holder within the time so
specified, the Directors may:
(i) cause those shares to be sold on ASX at not less than
the ruling market price, or if they are not so
quoted, in such manner as in the opinion of the
Directors shall realise the highest price reasonably
obtainable;
(ii) if the shares so sold are registered on a branch
register, cause such shares to be transmitted to the
principal Register without any request or consent;
(iii) appoint a person to execute on behalf of such holder
the transfer of such shares and to receive and give a
good discharge for the purchase moneys; and
(iv) register the transfer notwithstanding that the
certificate for such shares may not have been
delivered to the Company and, subject to CLAUSE
2.3(g), issue a new certificate to the transferee in
which event the previous certificate (if any) shall
be deemed to have been cancelled.
The purchase money less the expenses of sale shall be paid to the
holder of the shares so sold PROVIDED THAT the holder has delivered to
the Company for cancellation the certificate (if any) in which such
shares were comprised or has provided proof satisfactory to the
Directors as to the loss or destruction of the said certificate.
Failing such delivery or proof the Company may sue such person for the
recovery of such certificate and the holder shall not, in any such
action, deny or dispute the Company's ownership and right to possession
of such certificate.
18
7 SHAREHOLDING RESTRICTIONS
7.1 VOTING POWER
The Company shall:
(a) ensure that the voting power in the Company of any person
(other than the Grandfathered Shareholders) shall not exceed
5% at any time without the prior approval in writing of the
Minister;
(b) ensure that the voting power in the Company of any person
(other than the Grandfathered Shareholders) shall not exceed
10% at any time except in circumstances where:
(i) their voting power in the Company is at least 90%;
and
(ii) within 3 calendar months of acquiring the voting
power referred to in SUBPARAGRAPH (i):
(A) their relevant interest in the Company's
voting shares is 100%; and
(B) they have a relevant interest in all the
Company's securities convertible into voting
shares; and
(iii) they have the Governor-in-Council's approval, prior
to acquiring the interest referred to in SUBPARAGRAPH
(i), to:
(A) have the voting power referred to in
SUBPARAGRAPHS (i) and (ii); and
(B) acquire the relevant interest referred to in
SUBPARAGRAPH (ii); and
(c) ensure that the voting power in the Company of a Grandfathered
Shareholder does not exceed their Grandfathered Holding.
7.2 NON-VOTING SHARES
The Company shall ensure that the total number of shares in any class
of non-voting shares in which any person and their associates (other
than an Approved Holder) shall have a relevant interest shall not
exceed 5% of the total number of shares of that class on issue at any
time without the prior approval in writing of the Minister.
7.3 DEEMED COMPLIANCE
The Company shall have complied with its obligations under CLAUSES 7.1
and 7.2 if it complies with CLAUSE 7.4.
7.4 DECLARATIONS AND NOTICES
(a) The Company may from time to time require the production of a
statutory declaration from any member setting forth the name
and address of any person who has a relevant interest in
shares in the Company held by the member and full
19
particulars of that relevant interest. The Company shall
require the statutory declaration to be produced if:
(i) called upon to do so by the Minister; or
(ii) the Company shall have reason to believe that a
breach of the Shareholding Restrictions may have
occurred.
(b) The Company shall not issue any shares (other than pursuant to
the exercise, conversion or paying up of a security) if in its
opinion such issue would have the effect of causing any breach
of the Shareholding Restrictions to occur.
(c) The Company shall issue a notice ("Disposal Notice") to a
member, if:
(i) the member shall have failed to produce a statutory
declaration when required to do so pursuant to CLAUSE
7.4(a) and the Company considers it appropriate to
issue such a Disposal Notice; or
(ii) a breach of the Shareholding Restrictions shall have
occurred in respect of the shares held by the member,
requiring the member to dispose of the number of shares held
by the member set out in the Disposal Notice within a period
of 2 months of the date of service of the Disposal Notice.
(d) If the requirements of any Disposal Notice are not complied
with, the Company may:
(i) cause the number of shares specified in the Disposal
Notice or any lesser number thereof to be sold on ASX
at not less than the price that the last sale of
shares was effected, or if they are not so quoted, in
such manner as in the opinion of the Company shall
realise the highest price reasonably obtainable;
(ii) if the shares so sold are registered on a branch
register, cause such shares to be transmitted to the
principal register without any request or consent of
the member;
(iii) appoint a person to execute on behalf of the member
or the transferee, as applicable, the transfer of
such shares and to receive the purchase moneys;
(iv) register the transfer notwithstanding that the
certificate of such shares may not have been
delivered to the Company and, subject to CLAUSE
2.3(g), issue a new certificate to the purchaser, in
which event the previous certificate shall be deemed
to have been cancelled; and
(v) pay the purchase money less the expenses of the sale
to the member provided that the member has delivered
to the Company for cancellation the certificate (if
any) in which such shares of are comprised or has
provided proof satisfactory to the Company as to the
loss or destruction of the certificate. Failing such
delivery or proof the Company may sue the member for
the recovery of the certificate and the member shall
not,
20
in any action, deny or dispute the Company's
ownership and right to possession of such
certificate.
(e) A reference in CLAUSES 7.1 to 7.4 to:
(i) a person's voting power shall have the same meaning
as a reference in section 610 (Voting Power in a body
corporate) of the Corporations Act to a person's
voting power;
(ii) a relevant interest in shares shall have the meaning
given by section 608 (Relevant interests in
securities) and section 609 (Situations not giving
rise to relevant interests) of the Corporations Act;
and
(iii) an associate shall have the same meaning as a
reference in Division 2 of Part 1.2 (Associates) of
the Corporations Act excluding section 13 (References
in Chapter 7) and section 14 (References in chapter
8) of the Corporations Act.
8 TRANSMISSION OF SHARES
8.1 TRANSMISSION
A person becoming entitled to a share in consequence of the death or
bankruptcy of a member or a vesting order may, upon producing such
evidence that the person sustains the character in respect of which the
person proposes to act under this clause or of the person's title as
the Directors think sufficient, either be registered as the holder of
the share or subject to the provisions of this Constitution as to
transfers, transfer the share.
8.2 EVIDENCE OF AUTHORITY TO ACT FOR ESTATE ETC.
A person lawfully administering the estate of a member under the
provisions of a law relating to mental health or the administration of
the estates of patients or infirm persons may, upon producing such
evidence that the person sustains the character in respect of which the
person proposes to act under this clause as the Directors think
sufficient, subject to the provisions of this Constitution as to
transfers, transfer the share registered in the name of that member.
8.3 EFFECT OF DEATH, BANKRUPTCY OR INFIRMITY
Subject to the provisions of this Constitution, a person entitled to be
registered as the holder of a share or to transfer the share to some
other person under CLAUSES 8.1 or 8.2, shall be 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 the events mentioned
in CLAUSES 8.1 or 8.2 had not occurred.
9 MODIFICATION OF RIGHTS
(a) Where by reason of the issue of preference shares or otherwise
the capital is divided into different classes of shares all or
any of the rights attached to shares of a class (unless
otherwise provided by the terms of issue of the shares of that
class) may be modified, abrogated or altered in any way or
preference capital repaid with the approval of a special
resolution of the holders of the issued shares of that
21
class at a separate meeting of the holders of shares of that
class convened for the purpose.
(b) All the provisions of the Corporations Act and this
Constitution as to special resolutions and general meetings
shall be deemed to apply mutatis mutandis to every such
resolution and meeting.
(c) Where at such a meeting the necessary majority is not obtained
the written approval of the modification, abrogation,
alteration or repayment by the holders of at least 75% of the
issued shares of the class has, if obtained within 2 calendar
months from the date of the meeting, the same force and effect
as a resolution duly passed in accordance with this clause.
10 GENERAL MEETINGS
10.1 CONVENING AND NOTICE OF GENERAL MEETINGS
(a) Annual general meetings of the Company shall be held in
accordance with the Corporations Act.
(b) A general meeting shall be convened on such requisition as is
provided for in the Corporations Act.
(c) A Director may convene a general meeting of the Company or a
meeting of any class of members of the Company.
(d) Except in the case of a meeting convened upon a requisition of
members, the Directors may, by notice to the members, postpone
any meeting which has been convened by the Directors to a date
specified in such notice, or may cancel the holding of such a
meeting.
(e) The accidental omission to give notice of any general meeting
to or the non-receipt of any such notice by any person
entitled to be so notified, shall not invalidate the meeting
or any resolution passed at that meeting.
10.2 PROCEEDINGS AT GENERAL MEETINGS
(a) BUSINESS AND QUORUM
(i) The business of an annual general meeting is to
receive and consider the profit and loss account, the
balance sheet and the reports of the Directors and
the auditor, to elect Directors in the place of those
retiring and to transact any other business which
under this Constitution or by law ought to be
transacted at an annual general meeting. All other
business transacted at an annual general meeting and
all business transacted at any other general meeting
shall be deemed special.
(ii) Subject to CLAUSE 10.2(a)(iv), 3 members present in
person or by proxy, attorney or representative are a
quorum at a general meeting.
(iii) An item of business shall not be transacted at a
general meeting unless a quorum is present at the
beginning of a meeting.
22
(iv) Where within 15 minutes after the time appointed for
a meeting a quorum is not present, the meeting:
(A) if convened upon requisition of members or
by members is dissolved; and
(B) in any other case stands adjourned to the
same day in the next week at the same time
and place or to such other day, time and
place as the Directors appoint by notice to
the members and others entitled to notice of
the meeting.
(v) At any such adjourned meeting 2 persons each being a
member, proxy, attorney or representative present at
the meeting are a quorum and if a quorum is not
present within 15 minutes after the time appointed
for the adjourned meeting, the meeting is dissolved.
(b) CHAIRMAN OF GENERAL MEETINGS
The Chairman of Directors is entitled to preside at general
meetings but where the Chairman is not present and able and
willing to act within 15 minutes after the time appointed for
a meeting or has signified that the Chairman will not be
present and able and willing to act the following may preside
(in order of entitlement): the Deputy Chairman, a Director
chosen by a majority of the Directors present, the only
Director present, a member, proxy, attorney or representative
chosen by a majority of the members, proxies, attorneys and
representatives present.
(c) DEMAND FOR A POLL
(i) Every question submitted to a meeting shall be
decided by a show of hands unless, before the show of
hands or immediately after the declaration of the
result of the show of hands, a poll is demanded by:
(A) the Chairman of the meeting;
(B) not less than 5 members present in person or
by proxy, attorney or representative and
having the right to vote on the resolution;
or
(C) a member or members present in person or by
proxy, attorney or representative
representing not less than 5% of the total
voting rights of all members having the
right to vote on the resolution,
and the demand for the poll is not withdrawn.
(ii) Unless a poll is so demanded and the demand is not
withdrawn a declaration by the Chairman of the
meeting that the resolution has been carried or
carried unanimously or without dissent or by a
particular majority or lost and an entry to that
effect in the minutes of the meeting shall be
conclusive evidence thereof and it shall not be
necessary to prove the number or proportion of votes
cast in favour of or against the resolution.
23
(iii) Where a poll is duly demanded and the demand is not
withdrawn it shall be taken in such manner and at
such time and place and at once or after an interval
or adjournment or otherwise as the Chairman of the
meeting then or thereafter determines and the result
of the poll shall be deemed to be the resolution of
the meeting at which the poll was demanded.
(iv) A poll shall not be demanded on the election of a
Chairman of a meeting or on the adjournment of a
meeting. A demand for a poll does not prevent the
continuance of the meeting for the transaction of any
business other than the question on which the poll
has been demanded.
(d) ADJOURNMENT OF MEETING
The Chairman of a meeting may with the consent of the meeting
adjourn the meeting from time to time and place to place but
the only business that may be transacted at an adjourned
meeting is the business left unfinished at the meeting from
which the adjournment took place. Where a meeting is adjourned
for more than 1 month notice of the adjournment shall be given
as in the case of an original meeting.
11 VOTES OF MEMBERS
11.1 VOTING AT GENERAL MEETING
(a) Subject to CLAUSE 5.9(c), the proviso in CLAUSE 6.3(a)(iii),
to CLAUSE 11.1(e) and to any rights or restrictions with
respect to voting rights that are attached to or affect any
class or classes of shares, on a show of hands each person
present as a member, proxy, attorney or representative has one
vote and on a poll each member present in person or by proxy,
attorney or representative has:
(i) one vote for every fully paid share held; and
(ii) in respect of each partly paid share held, a fraction
of a vote equivalent to the proportion which the
amount paid (not credited) is of the total amounts
paid and payable (excluding amounts credited).
Amounts paid in advance of a call shall be ignored
when calculating the proportion.
(b) Where there are joint holders of a share any one of them may
vote at a meeting in person or by proxy, attorney or
representative in respect of that share as if that joint
holder were solely entitled to the share but if more than one
is so present the member whose name stands first in the
register in respect of the share is alone entitled to vote in
respect thereof. Several legal personal representatives of a
deceased member in whose sole name a share stands shall for
the purpose of this clause be deemed joint holders of the
share.
(c) A person entitled under CLAUSE 8 to transfer a share may vote
at a meeting or adjourned meeting or on a poll in respect of
that share as if the registered holder of the share if:
(i) the Directors have previously admitted the person's
right to vote at that meeting or adjourned meeting or
on that poll in respect of the share; or
24
(ii) the Directors are satisfied of the person's right to
transfer the share at least 48 hours before the time
appointed for the meeting, adjourned meeting or poll
at or on which the person proposes to vote in respect
thereof.
(d) Objection shall not be raised to the right of a person to
attend or vote at a meeting or adjourned meeting or to vote on
a poll except at that meeting or adjourned meeting or when
that poll is taken and every vote not disallowed at the
meeting or adjourned meeting or when the poll is taken shall
be deemed valid. In the case of a dispute as to the admission
or rejection of a vote, the Chairman of the meeting shall
decide the same and that decision made in good faith shall be
final and conclusive.
(e) A member is not entitled to vote at a general meeting in
respect of particular shares held where:
(i) calls due and payable on those shares have not been
paid; or
(ii) the person became the holder of those shares after
the time determined under the Corporations Act as the
"specified time" for deciding who held shares for the
purposes of the general meeting.
(f) In the event of a breach of the Listing Rules in relation to
restricted securities or in the event of a breach of any
restriction agreement entered into by the Company pursuant to
the Listing Rules in relation to restricted securities, the
holder of the restricted securities shall not, in respect of
those restricted securities, be entitled to vote at a general
meeting and shall not become entitled to vote at a general
meeting until the breach has been remedied.
11.2 APPOINTMENT OF PROXY OR PROXIES
(a) A member entitled to attend and vote at a meeting of the
Company or of any class of members is entitled to appoint
another person (whether a member or not) as the member's proxy
to attend and vote instead of the member at the meeting and a
proxy has the same right as the member to speak at the
meeting. If the member is entitled to cast 2 or more votes at
the meeting, the person may appoint 2 proxies.
(b) Where a member appoints 2 proxies:
(i) the appointment may specify the proportion or number
of votes each proxy may exercise. If the appointment
does not do so, each proxy may exercise half the
votes; and
(ii) neither proxy is entitled to vote on a show of hands.
(c) An instrument appointing a proxy shall be in writing under the
hand of the appointor or the appointor's attorney duly
authorised in writing or if the appointor is a body corporate
under its common seal or the hand of a director or secretary
or its attorney so authorised and may be in respect of more
than one meeting.
(d) An instrument appointing a proxy shall be deemed to confer
authority to demand or join in demanding a poll.
25
(e) An instrument appointing a proxy shall be in any form
acceptable to the Directors generally or in a particular case.
(f) A member may by power of attorney duly executed in the
presence of at least one witness and (if necessary) duly
stamped appoint an attorney to act on the member's behalf at
all or any meetings of the Company or of any class of members.
(g) In order to be effective, an instrument appointing a proxy and
any power of attorney under which it is executed or a copy of
the power of attorney certified by statutory declaration or an
instrument appointing an attorney pursuant to CLAUSE 11.2(f),
in either case together with such evidence of due stamping and
execution and non-revocation of the power of attorney as the
Directors may require, or a certificate evidencing the
appointment of a representative must be deposited at or
forwarded by facsimile transmission to the registered office
of the Company or such other place, facsimile number or
electronic address as is specified in the notice of meeting
not less than 48 hours before the time appointed for the
meeting or adjourned meeting or poll which the appointee
proposes to attend or on which the appointee proposes to vote.
(h) A vote cast by a proxy, attorney or representative is valid
notwithstanding the previous revocation of the authority by
the death of the principal or otherwise and notwithstanding
the transfer of the shares in respect of which the vote is
cast unless an intimation in writing of the revocation or
transfer has been received at the registered office of the
Company or by the Chairman of the meeting before the vote is
cast.
12 DIRECTORS
12.1 APPOINTMENT
(a) The number of Directors shall not be less than 3 nor, until
otherwise determined by a general meeting, more than 10.
(b) Each Director shall be a natural person.
(c) The managing Director shall be appointed in accordance with
CLAUSE 12.8.
(d) The Directors shall be appointed in accordance with CLAUSES
12.1(g) and 12.5.
(e) A person other than a retiring Director is not eligible to be
elected as a Director at a general meeting unless a member
intending to propose the person has at least 30 business days
before the meeting left at the registered office of the
Company a notice in writing duly signed by the nominee,
consenting to the nomination and signifying the candidature
for the office or the intention of the member to propose the
person.
(f) Notice of each candidature shall at least 7 days prior to the
meeting at which the election is to take place be forwarded to
all members.
(g) Subject to CLAUSE 12.1(a), the Directors shall have power at
any time and from time to time to appoint any other person as
a Director either to fill a casual vacancy or as an addition
to the Board.
26
(h) A Director appointed by the Directors shall (unless in the
meantime the Director has been appointed a managing Director)
hold office only until the next following general meeting and
shall then be eligible for re-election.
(i) No person shall be appointed a Director without the prior
approval of the Minister.
12.2 REMUNERATION AND EXPENSES
(a) The Directors shall be paid a remuneration out of the funds of
the Company for their services as Directors. The remuneration
of the Directors shall be at such rate per annum expressed as
a fixed sum as the Company in general meeting determines from
time to time and the remuneration so determined shall continue
until altered by any subsequent general meeting where the
relevant particulars of the proposed increase have been given
to the members in the notice convening the meeting.
(b) The Directors' remuneration shall be divided among them in
such proportion and manner as determined by the Directors.
(c) The Directors' remuneration shall be by fixed sum and not a
commission on a percentage of profits or operating revenue and
shall be deemed to accrue from day to day.
(d) Where a Director being willing is called upon to perform extra
services or to make any special exertions in going or residing
abroad or otherwise for the Company, the Company may
remunerate the Director by payment of a fixed sum determined
by the Directors and that remuneration may be either in
addition to or in substitution for the Director's share in the
remuneration provided for in this Constitution.
(e) A Director shall in addition to the remuneration provided for
in this Constitution be reimbursed out of the funds of the
Company such reasonable travelling, accommodation and other
expenses as may be incurred when travelling to or from
meetings of the Directors or a committee or when otherwise
engaged on the business of the Company.
(f) Where a Director ceases to be a Director by reason of death
while still in office or resignation from such office or in
such other circumstances as the Directors in the particular
case determine to be within the provisions of this clause, the
Company may pay to or confer upon such Director or if the
Director is dead, the Director's widow, or children, or other
persons who in the opinion of the Directors are at the time of
the death financially dependent upon the Director, or such of
them and in such shares as the Directors shall determine such
pensions or allowances (if any) as the Directors may determine
having regard to the past services of the Director as such and
the power to pay or confer such pensions or allowances may be
exercised by the Directors PROVIDED THAT except in any of the
cases referred to in section 200G of the Corporations Act such
power shall be exercised only if particulars with respect
thereto have been disclosed to the members of the Company and
the proposal has been approved by the Company in general
meeting.
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12.3 VACATION OF OFFICE AND CONFLICT OF INTEREST
(a) The office of a Director is automatically vacated if the
Director:
(i) ceases to be a Director by virtue of a provision of,
or becomes prohibited from being a Director by reason
of an order made under, the Corporations Act;
(ii) becomes bankrupt or an insolvent under administration
or makes an arrangement or composition with creditors
of the Director's joint or separate estate generally;
(iii) becomes of unsound mind or a person whose person or
estate is liable to be dealt with in any way under a
law relating to mental health;
(iv) resigns his office by notice in writing to the
Company or refuses to act;
(v) is absent from the meetings of the Directors for a
continuous period of 6 calendar months without
special leave of absence from the Directors;
(vi) is removed from office by a resolution passed at a
general meeting of the Company;
(vii) the Governor-in-Council in pursuance of any Act of
the State of Queensland now or hereafter in force by
Order in Council published in the Queensland
Government Gazette requires the Director to resign
from office; or
(viii) a notice in writing is issued to the Company by the
Minister pursuant to section 31(2) of the Casino
Control Act setting out as a ground giving rise to
its issue that the Director is not or has ceased to
be at any time a suitable person to be associated or
connected with the ownership, administration or
management of the operations or business of the
Company.
(b) A Director may, notwithstanding the Director's office as such
and the fiduciary relationship thereby established:
(i) hold an office or place of profit (except that of
auditor) under the Company or under any body
corporate in which the Company is a member or
otherwise interested;
(ii) enter into a contract or arrangement with the Company
as vendor, purchaser or otherwise and may participate
in any association, institution, fund, trust, scheme
or convenience for past or present employees or
Directors of the Company; and
(iii) retain for the Director's own benefit any profit
arising from any such office, place of profit or
contract or arrangement and any pension, allowance or
other benefit received by reason of such
participation.
(c) A contract or arrangement entered into by or on behalf of the
Company is not void or voidable by reason only that a Director
is in any way directly or indirectly interested therein.
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12.4 ROTATION OF DIRECTORS
(a) (i) A Director other than a managing Director shall not
retain office for more than 3 calendar years or
beyond the third annual general meeting following the
Director's election (whichever is the longer period)
without being submitted for re-election.
(ii) At the annual general meeting in each year one-third
of the Directors in office (other than any managing
Director) or if their number is not a multiple of 3,
the number nearest to but not less than one-third,
shall retire from office.
(b) A retiring Director may act until the conclusion of the
meeting at which the Director retires and is eligible for
re-election.
(c) The Directors to retire by rotation at each annual general
meeting are those who have been longest in office and the
length of time a Director has been in office shall be computed
from the Director's last election. As between Directors who
have been in office an equal length of time the Directors to
retire shall in default of agreement between them be
determined by drawing lots in any manner determined by the
Chairman of Directors or if not able and willing to act by the
Deputy Chairman.
(d) As between Directors who have been in office an equal length
of time the Directors to retire shall in default of agreement
between them be determined by drawing lots in any manner
determined by the Chairman of Directors or if he is not able
and willing to act by the Deputy Chairman.
(e) For the purpose of ascertaining the number and identity of the
Directors to retire by rotation, neither a Director appointed
by the Directors nor a Director whose office has become vacant
pursuant to section 201C of the Corporations Act shall be
taken into account.
(f) Where the Company in general meeting elects a Director
pursuant to CLAUSE 12.5 it may also determine in what order of
rotation the Director is to go out of office.
12.5 VACANCIES MAY BE FILLED UP
The Company may at a meeting at which the Directors retire by rotation
fill all or any of the vacant places by electing persons thereto and
may fill up any other available vacancy.
12.6 POWERS OF DIRECTORS
(a) The management of the business of the Company is vested in the
Directors and they may exercise all such powers and do all
such acts and things as the Company is by this Constitution or
otherwise authorised to exercise and do.
(b) Without limiting the generality of CLAUSE 12.6(a), the
Directors may exercise all powers of the Company to borrow or
raise or secure the payment or repayment of any sum or sums of
money, to charge, mortgage or otherwise encumber any or all of
the undertakings, property, assets or business of the Company
(both present or future whatsoever and wheresoever situate) or
all or any of its uncalled capital and to issue notes, bonds,
debentures or any other securities whatsoever or give any
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other security or guarantee for any debt, liability or
obligation of the Company or of any other person, in each case
in such manner and on such terms and conditions as the
Directors in their absolute discretion think fit.
(c) The Company shall not grant any mortgage, charge or other
encumbrance except in accordance with section 32 of the Casino
Control Act.
(d) Where a Director or other officer of the Company becomes
personally liable for the payment of a sum due from the
Company, the Directors may execute or cause to be executed any
mortgage, charge or other security over the whole or any part
of the Company's undertakings, property or assets (present or
future) including its uncalled capital, by way of indemnity to
secure the Director or officer against any loss in respect of
that liability.
12.7 PROCEEDINGS OF DIRECTORS
(a) REGULATION AND NOTICE OF MEETINGS
(i) The Directors may meet together for the despatch of
business, adjourn and otherwise regulate their
meetings and proceedings as they think fit.
(ii) Without limiting the generality of CLAUSE 12.7(a)(i),
a Directors' meeting may be called or held using any
technology consented to by all Directors. The consent
may be a standing one. A Director may only withdraw
consent within a reasonable period before the
meeting. The provisions of this Constitution relating
to proceedings of Directors shall apply so far as
they are capable of application (mutatis mutandis) to
such meetings.
(iii) Until otherwise determined by the Directors, 3
Directors present in person or by proxy are a quorum.
(iv) The continuing Directors may act notwithstanding a
vacancy in their number but, if and so long as their
number is reduced below the minimum fixed by CLAUSE
12.1(a), the continuing Directors may, except in an
emergency, act only for the purpose of filling
vacancies to the extent necessary to bring their
number up to that minimum or of summoning a general
meeting.
(v) A Director may, and the Secretary upon the request of
a Director shall, convene a meeting of the Directors.
(vi) If any of the Directors considers that a meeting of
the Directors is required upon short notice for
consideration of urgent business, notice of such
meeting and of the general nature of the business for
discussion thereat may be given by telephone to each
Director at the last telephone number within
Australia provided by each Director for the purposes
of this clause.
(vii) A Director may attend and vote by proxy at a meeting
of the Directors if the proxy is a Director and has
been appointed by writing under the hand of the
appointor or by any form of visible communication
from the appointor. Such an appointment may be
general or for any particular meeting or meetings.
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(b) CHAIRMAN AND DEPUTY CHAIRMAN
(i) The Directors may elect a Chairman and Deputy
Chairman and determine the periods during which they
hold office respectively but unless otherwise
determined each of them holds office for 1 calendar
year and is eligible for re-election.
(ii) The Chairman or Deputy Chairman may be removed by a
resolution of the Directors of which not less than 14
days' notice has been given to all the Directors.
(iii) The Chairman of Directors is entitled to preside at
meetings of the Directors but where the Chairman is
not present and able and willing to act within 1 hour
after the time appointed for a meeting or has
signified that the Chairman will not be present and
able and willing to act the following may preside (in
order of entitlement): the Deputy Chairman, or a
Director chosen by a majority of the Directors
present.
(c) DECISION BY MAJORITY VOTES
Questions arising at a meeting of the Directors shall be
decided by a majority of votes and, except where only 2
Directors are present in person or by proxy and entitled to
vote on a question in the case of an equality of votes, the
Chairman of the meeting has a casting vote.
(d) DELEGATION TO COMMITTEES
(i) The Directors may delegate any of their powers to
committees consisting of such Director or Directors
as they think fit and may revoke that delegation.
(ii) A Committee shall in the exercise of the powers so
delegated conform to any regulations that may be
imposed by the Directors.
(iii) Subject to CLAUSE 12.7(d)(ii), the meetings and
proceedings of a committee consisting of 2 or more
Directors shall be governed by the provisions of this
Constitution as to the meetings and proceedings of
the Directors so far as the same are applicable
thereto.
(e) RESOLUTION IN WRITING
A resolution in writing signed by all the Directors who are
for the time being in Australia or all the members of a
committee who are for the time being in Australia, in either
case not being less than a quorum is as valid and effectual as
if it had been passed at a meeting of the Directors or
committee duly called and constituted and may consist of
several documents in like form each signed by one or more of
the Directors or members. An electronically transmitted
facsimile received by the Company and apparently signed by one
or more Directors shall be deemed to be such a document signed
by such Director or Directors.
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(f) DEFECT IN APPOINTMENT
All acts of the Directors, a committee or a person acting as a
Director or committee or member of a committee are valid
notwithstanding that it is afterwards discovered that there
was some defect in the appointment, election or qualification
of them or any of them or that they or any of them were
disqualified or had vacated office.
12.8 MANAGING DIRECTOR
(a) The Directors may appoint one of their number to be managing
Director of the Company either for a fixed term or without
limitation as to period of appointment but not for life and
remove the appointee and appoint another instead.
(b) A managing Director while continuing to hold that office is
not subject to retirement by rotation and shall not be taken
into account in determining the rotation or retirement of
Directors or the number of Directors to retire, but subject to
the provisions of any contract with the Company, is subject to
the same provisions as to resignation and removal as the other
Directors and automatically ceases to be a managing Director
upon ceasing to be a Director.
(c) The remuneration of an executive Director (including a
managing Director) may be determined by the Directors in such
manner as they think fit but shall not include a commission on
or percentage of operating revenue.
(d) The Directors may confer upon a managing Director for the time
being such of the powers conferred on the Directors by this
Constitution other than the power to make calls for such time,
to be exercised for such purposes, on such terms and
conditions and with such restrictions as they think fit and
all or any of those powers may be conferred collaterally with
but not to the exclusion of the powers of the Directors and
may be revoked withdrawn altered or varied by the Directors.
12.9 ALTERNATE DIRECTORS
(a) A Director may by writing , appoint a person approved by a
majority of the other Directors to act as an alternate
Director in place of the Director whether for a stated period
or periods or until the happening of a specified event or from
time to time.
(b) An alternate Director:
(i) may be removed or suspended from office by writing
under the hand of the appointing Director;
(ii) subject to this Constitution, is entitled to receive
notice of meetings of the Directors (if the
appointing Director has received a leave of absence
from the Directors) and to attend and vote thereat if
the appointing Director is not present and, where the
alternate Director is also a Director in the
alternate Director's own right or alternate Director
for another Director as well, to have a separate vote
on behalf of the appointing Director in addition to
the alternate Director's own or that other Director's
vote;
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(iii) may exercise all the powers except the power to
appoint an alternate Director and perform all the
duties of the appointing Director to the extent that
the latter has not exercised or performed them;
(iv) automatically ceases to be an alternate Director if
the appointing Director ceases to be a Director;
(v) whilst acting as a Director is responsible to the
Company for acts and defaults and the appointing
Director is not responsible for them;
(vi) is not entitled to receive any remuneration from the
Company as a Director except for any special services
which in the opinion of the Directors are outside the
scope of the ordinary duties of a Director but shall
be entitled to be reimbursed by the Company for all
travelling and other expenses incurred in attending
meetings of the Company or otherwise on the Company's
business; and
(vii) shall not be taken into account separately from the
appointing Director in determining the number of
Directors or the rotation of Directors.
(c) Where the Director by whom an alternate Director was appointed
retires by rotation but is re-elected by the meeting at which
the retirement takes effect, the appointment of the alternate
Director continues to operate after the re-election as if the
retirement had not occurred.
12.10 APPOINTMENT OF ATTORNEY
(a) The Directors may by revocable or irrevocable power of
attorney appoint a person to be the attorney of the Company
for such purposes and with such powers (not exceeding those
conferred on the Directors by this Constitution) and for such
period and subject to such conditions as the Directors think
fit.
(b) Any such appointment may be made in favour of the members or
any of the members of a local board or in favour of a body
corporate or of the members, directors, nominees or managers
of a body corporate or firm or in favour of a fluctuating body
of persons whether nominated directly or indirectly by the
Directors and any such power of attorney may contain such
provisions for the protection or convenience of persons
dealing with the attorney as the Directors think fit.
(c) Any such delegate or attorney may be authorised to
sub-delegate all or any of the powers for the time being
vested in the delegate or attorney.
13 SECRETARY
13.1 APPOINTMENT AND REMOVAL OF SECRETARY
The Directors shall appoint (and may remove) at least one Secretary.
13.2 TERMS OF OFFICE
The Secretary holds office on such terms and conditions as to
remuneration or otherwise as the Directors determine.
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14 AUTHENTICATION OF DOCUMENTS
14.1 SEAL
(a) The Company may have a common seal and may have a duplicate
common seal, which shall be a copy of the common seal with the
addition on its face of the words "Duplicate Seal", "Share
Seal" or "Certificate Seal".
(b) The Directors shall provide for the safe custody of all seals
in such manner as they think fit.
14.2 AUTHORITY FOR AFFIXING COMMON AND DUPLICATE SEALS
(a) Neither the common seal nor duplicate common seal shall be
affixed to a document except pursuant to the authority of the
Directors or a committee of the Directors authorised by the
Director in that behalf.
(b) Every document to which the common seal or duplicate common
seal is affixed shall be signed by a Director and
countersigned by the Secretary or a second Director or some
other person appointed generally or in a particular case by
the Directors for that purpose.
(c) The Directors may determine generally or in a particular case,
that the Company seal and the signatures of the Director,
Secretary or other person appointed by the Directors for the
purpose of signing documents to which the seal is affixed, may
be affixed or written on documents by a specified mechanical
means so as to produce a facsimile of such seal and
signatures.
14.3 CHEQUES AND NEGOTIABLE INSTRUMENTS
Cheques, bills of exchange, promissory notices and negotiable
instruments may be signed, accepted, drawn, made or endorsed for and on
behalf of the Company by such persons (whether Directors or officers of
the Company or not) as the Directors determine but not otherwise.
15 RESERVES
15.1 ESTABLISHMENT AND APPLICATION OF RESERVES
The Directors may:
(a) before declaring a dividend set aside out of the profits of
the Company such sums as they think fit as reserves to meet
contingencies or for equalising dividends or for special
dividends or for repairing, improving or maintaining any of
the property of the Company or for such other purposes as they
think conducive to the interest of the Company;
(b) invest the several sums so set aside upon such investments as
they think fit and deal with and vary those investments and
dispose of all or any part thereof for the benefit of the
Company and divide the reserves into such special reserves as
they think fit and employ the reserves or any part thereof in
the business of the Company without being bound to keep the
same separate from the other assets; and
34
(c) without placing the same to reserve carry forward any profits
which they think it is prudent not to divide.
16 DIVIDENDS
16.1 DIVIDEND ENTITLEMENT
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 (not credited as paid) on the shares in
respect whereof the dividend is paid, but no amount paid or credited as
paid on a share in advance of calls shall be treated for the purpose of
this regulation as paid on the share. All dividends shall be
apportioned and paid proportionately to the amounts paid (not 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 shall rank for dividend as from a particular
date that share shall rank for dividend accordingly.
16.2 DECLARATION OF DIVIDENDS
The Directors may authorise the payment by the Company to members of
such dividends as appear to the Directors to be justified by the
profits of the Company. The payment of such dividend shall not require
the sanction of a general meeting.
16.3 INTERIM AND PREFERENTIAL DIVIDENDS
The Directors may from time to time declare such interim dividends as
in their judgment the position of the Company justifies. Each interim
dividend so declared shall be payable on a date fixed by the Directors.
The Directors may also pay any preferential dividends on shares issued
upon the terms that the preferential dividends thereon shall be payable
on fixed dates. The payment of any such preferential dividend or
interim dividend shall not require the sanction of a general meeting.
16.4 PAYMENT OF DIVIDENDS
(a) A declaration by the Directors as to the amount of profits
available for dividends shall be conclusive evidence of the
amount so available.
(b) No dividend or other moneys payable on or in respect of a
share shall bear interest against the Company.
(c) A transfer of shares shall not pass the right to any dividend
declared thereon before registration of the transfer.
(d) The Directors may retain the dividends payable upon shares in
respect of which any person is under CLAUSE 8 entitled to
become a member or which any person under that clause is
entitled to transfer until such person shall become a member
in respect of such shares or shall duly transfer the same.
(e) Any one of the several persons who are registered as the joint
holders of any shares may give effectual receipts for all
dividends and payments on account of dividends, bonuses or
other moneys payable in respect of such shares but the
Directors may if they think fit require the receipt of all the
holders of such shares.
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(f) PAYMENT BY POST
Unless otherwise directed any dividend may be paid by cheque
sent through the post to the registered address of the member
or person entitled or in the case of joint holders to the
registered address of that one whose name stands first on the
register in respect of the joint holding.
(g) RESTRICTED SECURITIES
In the event of a breach of the Listing Rules in relation to
restricted securities or in the event of a breach of any
restriction agreement entered into by the Company pursuant to
the Listing Rules in relation to restricted securities, the
holder of the restricted securities shall not, in respect of
those restricted securities, be entitled to receive any
dividend declared and paid or any distribution made subsequent
to the breach and shall not become entitled to receive
dividends paid or any distribution made thereon until the
breach has been remedied.
16.5 INSPECTION OF BOOKS OF THE COMPANY
A member or other person (not being a Director) has no right to inspect
any of the books of the Company except as conferred by statute or
authorised by the Directors or by a resolution of the Company in
general meeting and is not entitled to require or receive any
information concerning the business, trading or customers of the
Company or any trade secret or secret process of or used by the
Company.
17 SERVICE OF DOCUMENTS
17.1 MODE OF SERVICE
(a) A share certificate, cheque, warrant, notice or other document
may be delivered or served by the Company either personally or
by sending it by ordinary post to a member at the member's
registered address in Australia or by sending it to any
facsimile number or electronic address given to the Company by
the member. In the case of joint holders, such documents may
be served on the joint holder whose name appears first in the
register or to a person and address specified in writing by
the joint holders. A notice is at the risk of the addressee as
soon as it is given or posted. Where an overseas shareholder
does not have a registered address in Australia, such
documents may be forwarded by mail, facsimile transmission or
electronic mail.
(b) A member whose registered address is not in Australia may
specify in writing an address in Australia to be deemed to be
the member's registered address within the meaning of this
clause.
17.2 DEEMED RECEIPT OF NOTICE
(a) A document sent by post or courier in accordance with this
CLAUSE 17 by the Company shall be deemed to have been received
or served on the day next following that on which it was
posted or dispatched and in proving delivery or service, it is
sufficient to prove that the envelope or wrapper containing
the document was properly addressed and stamped (if posted)
and was posted or dispatched.
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(b) In the case of a facsimile transmission, service shall be
deemed effected at the time when transmission of the facsimile
is completed by the Company.
(c) In the case of an electronic mail transmission, service shall
be deemed effected on the day and at the time specified in a
delivery report, or if no delivery report is received, on the
next business day (but is not deemed to have been received if
a delivery report indicates a delivery failure).
17.3 PROOF OF SERVICE
A certificate in writing signed by a Director, Secretary or other
officer or agent of the Company that:
(a) a document or its envelope or wrapper was so addressed and
stamped (if posted) and was posted or dispatched; or
(b) a document was sent by facsimile transmission and that a
transmission report was produced by the machine from which it
was sent which indicated that the facsimile was sent in its
entirety; or
(c) a document was sent by electronic mail, and that a delivery
report was received indicating the document was delivered, or
that no delivery report was received indicating a delivery
failure,
shall be prima facie evidence of those facts.
17.4 PREVIOUS NOTICE
A person who by operation of law, transfer or other means becomes
entitled to be registered as the holder of or to transfer a share is
bound by every notice previously given in respect of that share.
17.5 NOTICE ON TRANSMISSION
A document delivered to or served on a member shall, notwithstanding
the death or bankruptcy of the member and whether or not the Company
has notice thereof, be deemed to have been duly delivered or served in
respect of all shares whether held solely or jointly with other persons
by that member until another person is registered instead and be deemed
sufficient delivery or service of the document to and on the member's
legal personal representative, trustee or assignee and, if a joint
holder, the other joint holders.
18 WINDING UP
18.1 WINDING UP
If the Company shall be wound up and the assets available for
distribution among the members as such shall be insufficient to repay
the whole of the paid up capital, such assets shall be distributed so
that as nearly as may be the losses shall be borne by the members in
proportion to the capital paid up or which ought to have been paid up
at the commencement of the winding up on the shares held by them
respectively. And if on a winding up the assets available for
distribution among the members shall be more than sufficient to repay
the whole of the capital paid up at the commencement of the winding up,
the excess shall be distributed among the members in proportion to the
capital at the commencement of the winding up, paid up or which ought
to have been paid up on the
37
shares held by them respectively. But this clause is to be without
prejudice to the rights of the holders of shares issued upon special
terms and conditions.
18.2 POWERS OF LIQUIDATOR
(a) If the Company is wound up whether voluntarily or otherwise
the liquidator may with the sanction of a special resolution,
divide among the shareholders, in specie or kind, any part of
the assets of the Company and may with the like sanction vest
any part of the assets of the Company in a trustee upon such
trusts for the benefit of the shareholders or any of them as
the liquidator with the like sanction shall think fit.
(b) In case any shares to be so divided involve a liability to
calls or otherwise any person entitled under such division to
any of the shares may within 10 days after the passing of the
special resolution by notice in writing direct the liquidator
to sell the person's proportion and pay the person the net
proceeds and the liquidator shall, if practicable, act
accordingly.
(c) On a member's voluntary winding up, no commission or fee shall
be payable to a Director or Directors or the liquidator unless
the payment of such commission or fee shall have been ratified
by a general meeting of the Company and the amount of such
proposed payment shall have been specified in the notice
calling such meeting.
19 INDEMNITY
19.1 OFFICERS
Directors, Secretaries and other officers of the Company shall be
indemnified out of the assets of the Company against all costs, losses,
liabilities and expenses incurred by them or for which they may become
liable by reason of any act or thing done by them as such Director,
Secretary, or other officer or in relation thereto or in discharge of
their duties but excluding any cost, loss, liability or expense from or
against which the Company is not permitted by the Corporations Act to
exempt or indemnify them.
19.2 PROCEEDINGS
Each Director, Secretary and other officer of the Company shall be
indemnified out of the assets of the Company against all costs, losses,
liabilities and expenses incurred by them or for which they may become
liable in defending proceedings, whether civil or criminal in respect
of any act or thing done by them as such Director, Secretary, or other
officer but excluding any cost, loss, liability or expense from or
against which the Company is not permitted by the Corporations Act to
exempt or indemnify them.
20 AMENDMENT
The Company shall not amend this Constitution without the prior
approval in writing of the Minister.
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21 COMPLIANCE
The Company shall comply with its duties and obligations pursuant to
the Casino Control Act, the Jupiters Casino Agreement Act 1983, the
Jupiters Casino Agreement, the Brisbane Casino Agreement Act 1992 and
the Brisbane Casino Agreement.