EXHIBIT 3.9
COLEMAN & GREIG SERVICES PTY LTD
Level 10
100 George Street
PARRAMATTA NSW 2150
CERTIFICATE OF REGISTRATION
ON CHANGE OF NAME
This is to certify that
CASE CORPORATION PTY LTD
AUSTRALIAN COMPANY NUMBER 000 031 130
did on the twenty-sixth day of March 2002 change its name to
CNH AUSTRALIA PTY LTD
AUSTRALIAN COMPANY NUMBER 000 031 130
The company is a proprietary company.
The company is limited by shares.
The company is taken to be registered under the Corporations Act 2001 in New
South Wales and the date of commencement of registration is the tenth day of
October, 1935.
Issued by the
Australian Securities and Investments Commission
on this twenty-sixth day of March, 2002.
/s/ David Knott
David Knott
Chairman
FORM 245
COLEMAN & GREIG SERVICES PTY LTD
ATTN: LISA JESSOP
10TH FL MCNAMARA CNT
100 GEORGE ST
PARRAMATTA NSW 2150
CERTIFICATE OF REGISTRATION (AUSTRALIAN SECURITIES LOGO)
ON CHANGE OF NAME
Corporations Law Sub-section 171 (12)
This is to certify that
J.I. CASE (AUSTRALIA) PTY LTD
AUSTRALIAN COMPANY NUMBER 000 031 130
did on the nineteenth day of May 1995 change its name to
CASE CORPORATION PTY LTD
AUSTRALIAN COMPANY NUMBER 000 031 130
The company is a proprietary company.
The company is limited by shares.
The company is taken to be registered as a company
under the Corporations Law of New South Wales.
Given under the seal of the
Australian Securities Commission
on this nineteenth day of May, 1995.
/s/ Alan Cameron
Alan Cameron
Chairman
(AUSTRALIAN SECURITIES
COMMISSION SEAL)
Companies Act 1899
and
Companies Act 1961
A Company Limited by Shares
--------------
MEMORANDUM
and
ARTICLES OF ASSOCIATION
of
J. I. CASE (AUSTRALIA) PTY. LIMITED
--------------
Parish, Patience & McIntyre,
Solicitors,
115 Pitt Street,
Sydney.
25-6251
Bonn Copying Service, 28 Martin Place, Sydney. 28-7114.
Companies Act 1899
and
Companies Act 1961
A Company Limited by Shares
MEMORANDUM OF ASSOCIATION
of
J. I. CASE (AUSTRALIA) PTY. LIMITED
1. The name of the Company is "J. I. CASE (AUSTRALIA) PTY. LIMITED."
2. The registered office of the Company will be situate in Sydney in the
State of New South Wales.
3. The objects for which the Company is established are:-
(l) To carry on the business of importers vendors manufacturers agents
for and repairers of and dealers in tractors of all kinds motor
agricultural implements motor cars motor cycles and sidecars and
motor tricycles motor boats motor engines oil engines machinery of
all kinds and vehicles of any kind so constructed as to progress by
means of automatic power whether by means of electricity steam gas
oil petroleum kerosene benzine or otherwise and aeroplanes seaplanes
and flying machines of every description and motor
1.
bodies motor carriages and cycles bicycles and tricycles and rubber
tyres of all kinds and of all articles and things used in the
manufacture maintenance and repair and working thereof and also all
apparatus and implements and things for use in sports and games.
(2) To carry on the business of motor body builders and upholsterers and
of purchasing hiring or otherwise acquiring and making or
manufacturing railway carriages and waggons and other carriages
waggons carts trucks vehicles and conveyances of all kinds.
(3) To carry on business as a motor garage proprietor and to let on hire
motors motor cars motor cycles sidecars motor carriages and
carriages of all kinds cycles bicycles tricycles and velocipedes and
any other businesses which can conveniently be carried on in
connection with the above.
(4) To carry on the business of electrical engineers and contractors
motor mechanical and general engineers machinists fitters
millwrights founders wiredrawers tube makers metallurgists saddlers
galvanisers japanners annealers enamellers electroplaters painters
woodworkers rubber merchants and packing case makers.
(5) To buy sell repair and deal both wholesale and retail in
manufacture manipulate import and export all apparatus implements
machinery materials substances articles and things of all kinds
which shall be capable of being used in or for the purposes of any
business herein mentioned or for the time being carried on by the
Company or likely to be required by any customers of or persons
having any dealings with any such business of the Company.
2.
(6) To carry on the business of merchants and dealers in and importers
and exporters of all kinds of agronomic products and/or agronomic
requisites and/or the business of exporting and/or importing and/or
buying and selling as principals or agents of all kinds of
agronomic products and/or agronomic requisites.
(7) To carry on the business of manufacturing and/or preparing for sale
in the most advantageous form or of applying any process in the
nature of manufacturing to agronomic products and/or agronomic
requisites which is or are capable of being manufactured or prepared
for sale or to which any process in the nature of manufacturing is
or can be applied.
(8) To carry on all kinds of insurance business and all kinds of
guarantee and indemnity business and in particular with out
prejudice to the generality of the foregoing words to carry on life
fire marine accident employers' liability workmen's compensation
disease sickness survivorship burglary and robbery theft fidelity
and transit insurance.
(9) To carry on and undertake any business undertaking transaction or
operation commonly carried on or undertaken by bankers capitalists
promoters financiers concessionaires and contractors for public
works and without in any manner limiting such objects but in
addition thereto to lend money and negotiate loans to draw accept
endorse discount buy sell and deal in bills of exchange promissory
notes bonds debentures coupons and other negotiable instruments and
securities; to issue on commission subscribe for take acquire and
hold sell exchange and deal in shares stocks bonds obligations or
securities of any Government authority or company; to form promote
subsidise and
3.
assist companies syndicates and partnerships of all kinds; and to
give any guarantee for the payment of money or the performance of
any obligation or undertaking.
(10) And without in any manner limiting the objects aforesaid but in
addition thereto to carry on all or any one or more of the following
businesses in any one or more of their or its branches and either
wholesale or retail:-
The business of wholesale and retail importers of and
merchants and dealers in all classes of goods wares and
merchandise of every kind and nature including agronomic
products and requisites.
The business of stock and station agents house land and estate
agents auctioneers shipping agents commission agents machinery
agents indent agents financial agents mortgage and insurance
brokers and every other description of agency or brokerage.
The business of butchers and importers and exporters of and
dealers in meat (wholesale and retail) and the business of
slaughterers and keepers of abattoirs.
The business of buying and selling importing and exporting and
dealers in all kinds of stock.
The business of fellmongers and/or dealers in wool skins and
hides.
The business of boiling down works soap lard and candle
manufacturers.
The business of cold storage and refrigerating works.
4.
The business of general carriers railway and forwarding agents
and warehousemen (bonded and free).
The business of shearing sheep chaff cutting threshing putting
in and taking off crops clearing land erecting fences houses
and buildings and sinking wells and dams and effecting other
improvements and generally to carry on business as contractors
for every work and operation needed on a farm orchard or sheep
station in connection with the development improvement or
working thereof.
The business of chaff mills and flour mills and of dealers in
chaff flour and other produce.
The business of grain stores and elevators and the storage of
all kinds of agronomic products and requisites.
The business of produce merchants and seedsmen.
The business of jute merchants agents or brokers and importers
of and dealers in all jute goods and twine.
To buy take on lease or otherwise acquire clear plant fence
and work let on lease or otherwise and sell timber estate and
agricultural lands either in Australia or elsewhere and to
carry on the business of farmers graziers meat and fruit
preservers fruit growers wine growers merchants hotelkeepers
brewers planters miners metallurgists timber merchants sawmill
proprietors and timber growers quarry owners brickmakers and
coal merchants builders lime makers woollen mills
manufacturers of woollen goods pearling pearl buyers
manufacturers of and dealers in
5.
letters to hire repairers cleaners storers and warehousers
lubricants cements solutions enamels and all things capable of
being used therewith contractors for the construction of works
both public and private.
(11) To carry on any other business whether manufacturing or otherwise
which may seem to the Company capable of being conveniently carried
on in connection with any of the above businesses or calculated
directly or indirectly to enhance the value of or render profitable
any of the Company's property rights or undertakings for the time
being.
(12) To acquire and undertake the whole or any part of the business
property and liabilities of any persons or company carrying on any
business which this Company is authorised to carry on or possessed
of property suitable for the purposes of this Company and to
undertake all or any part of the liabilities of such persons or
company.
(13) To enter into partnership or into any agreement or arrangement for
sharing profits union of interests co-operation joint adventure
regulation of prices reciprocal concessions or the like or
amalgamate with any person association or company carrying on or
engaged in or about to carry on or engage in any business or
transaction which this Company is authorised to carry on or engage
in or any business or transactions capable of being conducted so as
directly or indirectly to benefit this Company and to lend money to
guarantee the contracts of or otherwise assist any such person
association or company.
(I4} To purchase acquire options over take on lease or on hire or on
charter or in
6.
exchange apply for from the Crown or otherwise to acquire and hold
any real or personal property leases claims licenses rights and
privileges which the Company may think necessary for the purposes of
its business and in particular for any land buildings easements
minerals machinery plant appliances stock in trade locomotives
rolling stock ships and vessels or any shares or interest in the
same.
(15) To pay for any real or personal property acquired or to be acquired
by the Company either wholly in cash or wholly in shares or partly
in one method and partly in the other or for any other consideration
whatsoever; and any such shares may be issued as fully or partly
paid up or which such amount credited as paid up thereon and with
such special rights privileges and advantages as may be agreed upon.
(16) To erect buildings of all descriptions mills refineries furnaces
machinery and appliances construct tramways roads and all other
works and conveniences which may seem conducive to the objects and
purposes of the Company and to improve maintain repair manage
develop and turn to account all or any part of the property of the
Company.
(17) To grant sell convey assign transfer exchange mortgage lease or
grant rights of manufacturing options to purchase or licenses in
respect of let hire or dispose of in any manner howsoever and either
absolutely or for any term the undertaking and all or any part of
the real or personal property of the Company or any estate or
interest therein for such royalties or considerations and upon and
subject to such terms conditions and stipulations and restrictions
(if any) as may seem expedient.
7.
(18) To receive and take by way of consideration either wholly or in part
for the undertaking or any property of the Company which may be sold
or otherwise alienated or disposed of whether permanently or for a
limited time or upon any amalgamation any royalties or interests or
shares whether wholly or partially paid up or otherwise (and in the
case of shares not fully paid up all such calls or other moneys as
shall be payable in respect thereof) or debentures debenture stock
or other securities of or in any company having objects wholly or in
part similar to the objects for which the Company is formed or any
other consideration whatsoever as may seem expedient.
(19) To buy up or absorb any other company or partnership formed or to be
formed for any one or more of the purposes for which this Company is
formed and to unite or amalgamate with any other company or
partnership in carrying out all or any of such purposes upon such
terms and conditions as shall seem expedient.
(20) To promote any company or companies for the purposes of acquiring
all or any of the property and liabilities of this Company or for
any other purpose which may seem directly or indirectly calculated
to benefit this Company.
(21) To distribute any of the property of the Company and in particular
any shares of any other company among any of the members in specie
either before or during the winding up of the Company.
(22) To increase the capital of the Company by the issue of preferential
or fully or partly paid up shares or otherwise as may be deemed
expedient and to consolidate and divide such capital into shares of
larger or smaller amounts.
8.
(23) To reduce the capital of the Company by the cancellation of any
unissued shares or otherwise as may be deemed expedient.
(24} To relinquish abandon surrender or give up with or without any
consideration therefor any rights concessions or other property of
the Company.
(25) To remunerate either by with or in cash or other assets (and in
particular any shares belonging to the Company in any other company)
or otherwise any person or company for services rendered or to be
rendered in placing or assisting to place or guaranteeing the
placing of or underwriting any of the shares in the Company's
capital or the capital of any other company promoted by the Company
or any debentures debenture stock or other securities of the Company
or such other company or in or about the formation or promotion of
the Company or any such other company or the conduct of the business
of the Company.
(26) To invest and deal with the moneys of the Company not immediately
required upon such investments and in such manner as may from time
to time be determined.
(27) To lend moneys to such persons or Companies and on such terms as may
seem expedient and particularly to customers and others having
dealings with this Company and to guarantee the performance of
contracts and/or payment of moneys by any such persons or companies.
(28) To borrow or raise money and secure the payment thereof in such
manner as the Company shall think fit and in particular by the
creation and issue of debentures or debenture stock perpetual or
otherwise charged upon all or any of the Company's
9.
property real and personal present and future including its uncalled
capital or by mortgage bill of sale pledge lien or charge on any of
the property of the Company or on the bonds promissory notes
acceptances or endorsements or credit of the Company or by the issue
of preferential shares or in such other manner and upon such terms
as shall seem fit.
(29) To apply for purchase or otherwise acquire any patents licenses
trade marks concessions options or privileges which may seem capable
of being used for any of the purposes of the Company.
(30) To establish and support or aid in the establishment and support of
associations institutions funds trusts and conveniences calculated
to benefit employees or ex-employees of the Company or the
dependents or connections of such persons and to grant pensions and
allowances and to make payments towards insurance and to subscribe
or guarantee money for charitable or benevolent objects or for any
exhibition or for any public general or useful objects.
(31) To enter into any arrangements with any Government or authorities
municipal local or otherwise and to obtain from any such Government
or authority any rights privileges and concessions which the
Company may think it desirable to obtain.
(32) To make draw accept endorse discount and negotiate bills of exchange
promissory notes debentures and other negotiable instruments.
(33) To take or otherwise acquire or hold shares in any other company
having objects altogether or in part similar to those of this
Company or carrying on any business capable of being conducted so as
to directly
10.
or indirectly benefit this Company and to sell or otherwise dispose
of or deal with the same.
(34) To sign and execute all such liens assignments conveyances transfers
mortgages leases contracts powers of attorney and all other deeds
and instruments of every nature for carrying out the purposes
aforesaid and to establish regulate and control in any State city or
town of the Commonwealth of Australia or the Dominion of New Zealand
or in London or elsewhere any branch offices depots places of
business showrooms or agencies of the Company with or without local
directors branch registers of shares and debentures and local seals.
(35) To adopt such means of making known the products of the Company as
may seem expedient and in particular by advertising in the Press by
circulars by purchase and exhibition of works of art or interest by
publication of books and periodicals and by granting prizes rewards
and donations.
(36) To do all or any of the above things in any of the Australian States
or the Dominion of New Zealand Great Britain or elsewhere and either
alone or in conjunction with others.
(37) To do all such other acts and things as the Company or the Directors
may deem to be incidental or conducive to the attainment of the
above objects.
4. The liability of members is limited.
5. The share capital of the Company is One million pounds
11.
((pound)1,000,000) divided into Two million (2,000,000) shares of Ten shillings
(10/-) each provided that upon the adoption of the dollar as the unit of
currency in Australia the capital of the Company shall become and be expressed
as Two million dollars Australian ($A2,000,000) divided into Two million
(2,000,000) shares of One dollar Australian ($A1) each.
12.
WE THE SEVERAL PERSONS WHOSE NAMES AND ADDRESSES ARE SUBSCRIBED HERETO ARE
DESIROUS OF BEING FORMED INTO A COMPANY IN PURSUANCE OF THIS MEMORANDUM OF
ASSOCIATION AND WE RESPECTIVELY AGREE TO TAKE THE NUMBER OF SHARES IN THE
CAPITAL OF THE COMPANY SET OPPOSITE OUR RESPECTIVE NAMES.
No. of Shares
Names, Addresses and taken by each Witness to all
Description of Subscribers. Subscriber. Signatures.
- -------------------------------- ------------- --------------
JAMES REID GEMMELL, One R. Hough
"The Gairs," 52 Hay St.
Hollowforth Avenue, Croydon.
Neutral Bay.
Business Manager.
LESLIE BOWMER, One R. Hough.
47 Tambourine Bay Rd.
Lane Cove.
Chartered Secretary.
FRANK ALFRED METTERS, One R. Hough.
2 The Crescent,
Vaucluse.
Engineer.
WILLIAM EWART GLADSTON ODS, One R. Hough.
30 Portview Road,
Greenwich.
Salesman.
HAROLD JACK CORDEROY, One R. Hough.
74 Rawson Avenue,
Tamworth.
Salesman.
ZATIE THELMA MINNIE HOWLETT, One R. Hough.
6l Rosehill Street,
Parramatta.
Stenographer.
ROBERT MOORE LOWE, One R. Hough.
65 Hampton Court Rd.
Kogarah.
Clerk.
DATED the Eighth day of October, One thousand nine hundred and thirty-five.
13.
MINUTES OF EXTRAORDINARY MEETING OF SHAREHOLDERS OF J.I. CASE
(AUSTRALIA) PTY. LIMITED HELD AT THE COMPANY'S REGISTERED OFFICES AT
WINDSOR ROAD, NORTHMEAD ON FRIDAY, NOVEMBER 20, 1987 AT 10.00 A.M.
PRESENT:- Mr. H.D. Boyanovsky - Managing Director
Representing Tenneco International Inc.
Mr. K.A. Smith - Director/Company
Secretary
CHAIRMAN:, Mr. H.D. Boyanovsky occupied the Chair.
NOTICE OF MEETING: The Secretary tabled a Notice of Meeting dated October
30, 1987 advising that this had been duly circulated in
accordance with the Articles of Association.
APPOINTMENT OF The Secretary tabled the Appointment
REPRESENTATIVE: of Representative from Tenneco International
Inc. appointing Mr. H.D. Boyanovsky or
Mr. K.A. Smith as their representative.
SPECIAL RESOLUTION: It was resolved that the following
Resolutions be passed as Special
Resolutions of the Company:
1. That the nominal share capital of the company be
increased from One Hundred Million Australian
Dollars ($A100,000,000-00) to One Hundred and
Fifty Million Australian Dollars
($A150,000,000-00).
2. That Clause 5 of the Memorandum of Association of
the Company be deleted and that in its place the
following clause be inserted:
"The Share Capital of the Company is One
Hundred and Fifty Million Australian Dollars
($A150,000,000-00) divided into One Hundred
and Fifty Million (150,000,000) shares of One
Australian Dollar ($A1-00) each."
3. That Article 5 of the Articles of Association of
the Company be deleted and that in its place the
following Article be inserted:-
.../2.
"The Original Capital of the Company is One
Hundred and Fifty Million Australian Dollars
($A150,000,000-00) divided into One Hundred
and Fifty Million (150,000,000) shares of One
Australian Dollar ($A1-00) each.
The meeting closed at 10.30 a.m.
Signed as a True and Correct Record
/s/ H. D. Boyanovsky
--------------------------
Chairman November 20, 1987
MINUTES OF EXTRAORDINARY MEETING OF SHAREHOLDERS' OF J.I. CASE
(AUSTRALIA) PTY. LIMITED HELD AT THE COMPANY'S REGISTERED OFFICES
AT WINDSOR ROAD, NORTHMEAD ON WEDNESDAY, APRIL 29, 1987 AT 10.00
A.M.
PRESENT: Mr. H.D. Boyanovsky - Managing Director
Representing Tenneco International Inc.
Mr. K,A. Smith - Director/Company Secretary
CHAIRMAN: Mr. H.D. Boyanovsky occupied the Chair.
NOTICE OF MEETING: The Secretary tabled a Notice of Meeting dated April 9,
1987 advising that this had been duly circulated in
accordance with the Articles of Association.
APPOINTMENT OF The Secretary tabled the Appointment of
REPRESENTATIVE: Representative from Tenneco International Inc.
appointing Mr. H.D. Boyanovsky or Mr. K.A.
Smith as their representative.
SPECIAL RESOLUTION: It was resolved that the following Resolutions
be passed as Special Resolutions of the
Company:
1. That the nominal share capital of the company be
increased from Seventy Million Australian Dollars
($A70,000,000-00) to One Hundred Million
Australian Dollars ($A100,000,000-00).
2. That Clause 5 of the Memorandum of Association of
the Company be deleted and that in its place the
following be inserted:
"The Share Capital of the Company is One
Hundred Million Australian Dollars
($A100,000,000-00) divided into One Hundred
Million (100,000,000) shares of One Australian
Dollar ($A1-00) each."
3. That Article 5 of the Articles of Association of
the Company be deleted and that in its place the
following Article be inserted:
"The Capital of the Company is One Hundred Million
Australian Dollars ($A100,000,000-00) divided into
One Hundred Million (100,000,000) shares of One
Australian Dollar ($A1-00) each."
The meeting closed at 10.30 a.m.
Signed as a True and Correct Record
[Illegible Signature]
MINUTES OF EXTRAORDINARY MEETING OF SHAREHOLDERS OF J.I. CASE
(AUSTRALIA) PTY. LIMITED HELD AT THE COMPANY'S REGISTERED OFFICES AT
WINDSOR ROAD, NORTHMEAD ON DECEMBER 8, 1986 AT 8.00 A.M.
PRESENT: Mr. H.D. Boyanovsky - Managing Director
Representing Tenneco International Inc.
Mr. K.A. Smith - Director/Company Secretary
CHAIRMAN: Mr. H.D. Boyanovsky occupied the Chair.
NOTICE OF MEETING: The Secretary tabled the Notice of Meeting
dated November 18, 1986 advising that this had
been duly circulated in accordance with the
Articles of Association.
APPOINTMENT OF The Secretary tabled the Appointment of
REPRESENTATIVE: Representative from Tenneco International Inc.
appointing Mr. H.D. Boyanovsky or Mr. K.A.
Smith as their representative.
SPECIAL RESOLUTION: It was resolved that the following Resolutions
be passed as Special Resolutions of the
Company:
1. That the nominal share capital of the company be
increased from Fifty Million Australian Dollars
($A50,000,000-00) to Seventy Million Australian
Dollars ($A70,000,000-00).
2. That Clause 5 of the Memorandum of Association of
the Company be deleted and that in its place the
following be inserted:
"The Share Capital of the Company is Seventy
Million Australian Dollars ($A70,000,000-00)
divided into Seventy Million (70,000,000)
shares of One Australian Dollar ($A1-00)
each."
3. That Article 5 of the Articles of Association of
the Company be deleted and that in its place the
following Article be inserted:
"The Capital of the Company is Seventy Million
Australian Dollars ($A70,000,000-00) divided
into Seventy Million (70,000,000) shares of
One Australian Dollar ($A1-00) each."
The meeting closed at 8.30 a.m.
Signed as a True and Correct Record
MINUTES OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS OF J.I.
CASE (AUSTRALIA) PTY. LIMITED HELD AT THE COMPANY'S REGISTERED
OFFICES AT WINDSOR ROAD, NQRTHMEAD ON TUESDAY, NOVEMBER 5, 1985 AT
10.00 A.M.
PRESENT: Mr. K.A. Smith - Director/Company Secretary
Representing Tenneco International Inc.
Mr. B.D. Thomasson - Director Mr. D.J. Ward
- Director
CHAIRMAN: Mr. K.A. Smith occupied the Chair.
NOTICE OF MEETING: The Secretary tabled the Notice of Meeting dated
October 14, 1985 advising that this had been duly
circulated in accordance with the Articles of
Association.
APPOINTMENT OF The Secretary tabled the Appointment of Representative
REPRESENTATIVE: from Tenneco International Inc. appointing Mr. K.A.
Smith as representative.
SPECIAL It was resolved that the following Resolutions be passed
RESOLUTION: as Special Resolutions of the Company:-
1. That the nominal share capital of the company be
increased from Twenty-Seven Million Australian
Dollars ($A27,000,000-00) to Fifty Million
Australian Dollars ($A50,000,000-00).
2. That Clause 5 of the Memorandum of Association of
the Company be deleted and that in its place the
following be inserted:-
"The Share Capital of the Company is Fifty
Million Australian Dollars ($A50,000,000-00)
divided into Fifty Million (50,000,000) shares
of One Australian Dollar (SA1-00) each".
3. That Article 5 of the Articles of Association of
the company be deleted and that in its place the
following Article be inserted:-
"The Capital of the Company is Fifty Million
Australian Dollars (SA50,000,000-00) divided
into Fifty Million (50,000,000) shares of One
Australian Dollar (SA1-00) each".
The meeting closed at 11.00 a.m.
MINUTES OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS OF J.I.
CASE (AUSTRALIA) PTY. LIMITED HELD AT THE COMPANY'S REGISTERED
OFFICES AT WINDSOR ROAD, NORTHMEAD ON TUESDAY, JUNE 25, 1985 AT
10.30 a.m.
PRESENT: Mr. I.N. Nicolson - Managing Director Representing
Tenneco International Inc.
Mr. T.A. Harris - Director
Mr. J.J. Hinde - Director
Mr. K.A. Smith - Director/Company Secretary
CHAIRMAN: Mr. I.N. Nicolson occupied the Chair.
NOTICE OF The Secretary tabled the Notice of Meeting dated
MEETING: June 4, 1985 advising that this had been duly
circulated in accordance with the Articles of
Association.
APPOINTMENT OF The Secretary tabled the Appointment of
REPRESENTATIVE: Representative from Tenneco International Inc.
appointing Mr. I.N. Nicolson as representative.
SPECIAL It was resolved that the following Resolutions be
RESOLUTION: passed as Special Resolutions of the Company:-
1. That the nominal share capital of the Company be
increased from Seven Million Australian Dollars
(A$7,000,000) to Twenty-Seven Million Australian
Dollars (A$27,000,000).
2. That Clause 5 of the Memorandum of Association of
the Company be deleted and that in its place the
following Clause be inserted:-
"The Share Capital of the Company is Twenty-Seven
Million Australian Dollars (A$27,000,000) divided
into Twenty-Seven Million (27,000,000) shares of
One Australian Dollar (A$1-00) each."
3. That Article 5 of the Articles of Association of
the Company be deleted and that in its place the
following Article be inserted:-
"The Capital of the Company is Twenty-Seven
Million Australian Dollars (A$27,000,000) divided
into Twenty-seven Million (27,000,000) shares of
One Australian Dollar (A$1-00) each."
The meeting closed at 11.30 a.m.
Signed as a True and Correct Record
/s/ Illegible
Companies Act 1899
and
Companies Act 1961
A Company Limited by Shares
ARTICLES OF ASSOCIATION
of
J. I. CASE (AUSTRALIA) PTY. LIMITED
1. INTRODUCTION
TABLE 'A' EXCLUDED
1. The regulations contained in Table 'A' in the Second Schedule to the
Companies Act 1899 shall not apply to the Company except so far as
repeated or contained in these Articles.
MARGINAL NOTES
2. The marginal notes shall not affect the construction of these Articles.
DEFINITIONS
3. In the construction of these Articles unless the subject
matter or context otherwise requires -
"The Act" and "The Companies Act" mean the Act or Acts relating to .
companies in force for the time being in the place of incorporation
or any modification amendment consolidation or replacement thereof.
1.
"Articles" and "Articles of Association" mean the Articles of
Association of the Company for the time being in force.
"Auditors" "Managers" "Secretaries" and "Assistant Secretaries" mean
and include those respective officers from time to time of the
Company or any person appointed to act temporarily as such.
"Board" and "Board of Directors" means a meeting of the Directors or
the Directors assembled as a Board as the case may be.
"Capital" means the capital from time to time of the Company.
"The Company" means the abovenamed Company.
"Directors" means the Directors from time to time of the Company and
includes alternate Directors when acting as Directors.
"Dividend" includes Bonus Dividend.
"Meeting" means a meeting of the members duly called and constituted
in accordance with these Articles and includes any adjourned
meeting.
"Members" means and includes the registered holders from time to
time of shares or stock in the Company.
"Month" means calendar month.
"The Office" means the Registered Office for the time being of the
Company.
"Paid up" includes credited as paid up.
2.
"The Register" means the Register of Members kept by the Company in
accordance with the Act and "Branch Register" means any branch
register authorised and established in accordance with these
Articles.
"The Seal" means the Common Seal of the Company.
"The Local Seal" means any official seal authorised and adopted in
accordance with these Articles.
"Shares" means the shares into which the capital is from time to
time divided.
"Shareholder" means a member.
"In writing" or "Written" shall be construed as including references
to typing, printing, lithography, photography and other modes of
representing or reproducing words in a visible form.
"Year" means calendar year.
Words importing the singular number only include the plural number
and vice versa.
Words importing the masculine gender only include the feminine and
neuter genders and vice versa.
Words importing persons include corporations.
Subject to this Article, words or expressions contained in these
Articles shall bear the same meaning as in the Act.
3.
11. PROPRIETARY PROVISIONS
PROPRIETARY PROVISIONS
4. (a) The right of transfer of shares is restricted as hereinafter
provided.
(b) The number of members for the time being of the Company shall not
exceed fifty but where two or more persons hold one or more shares
in the Company jointly they shall for the purposes of this paragraph
be treated as a single member.
(c) Any invitation to the public to subscribe for any shares or
debentures of the Company or to deposit money with the Company for
fixed periods or payable at call whether bearing or not bearing
interest is hereby prohibited.
111. CAPITAL AND SHARES
ORIGINAL CAPITAL
5. The original capital of the Company is One million pounds
((pounds)1,000,000) divided into Two million (2,000,000) shares of Ten
shillings (10/-) each provided that upon the adoption of the dollar as the
unit of currency in Australia the capital of the Company shall become and
be expressed as Two million dollars Australian ($A2,000,000) divided into
Two million (2,000,000) shares of One dollar Australian ($A1) each.
NO FINANCIAL ASSISTANCE FOR THE PURCHASE OF SHARES
6. The Company or any of its subsidiaries shall not except as is expressly
authorised by the Act, whether directly or indirectly, and whether by
means of a loan guarantee or provision of security or otherwise, give any
financial assistance for the purpose of or in connection with a purchase
or subscription made or to be made by any person of or for any shares in
the Company or in any way purchase or deal in or lend money on its own
shares.
4.
ISSUE OF SHARES
7. Shares shall be under the control of the Directors who may grant calls or
options thereon or allot or otherwise dispose of them to such persons and
on such terms and conditions and at such times as the Directors think fit.
ISSUE OF NEW CLASSES OF SHARES
8. Without prejudice to any special rights previously conferred upon the
holders of existing shares any share or class of share may be issued with
such preferred deferred or other special rights or such restrictions
whether in regard to dividend voting return of share capital or otherwise
as the Directors may determine.
ISSUE OF PREFERENCE SHARES
9. (i) The Company shall have power to issue any of its shares as
and to convert any of its issued shares into Preference Shares.
(ii) The following rights shall be attached to such Preference Shares,
namely -
(a) The holders of the said Preference Shares shall be entitled
in a winding up to repayment of the capital paid up thereon
and all arrears of dividend down to the commencement of the
winding up whether earned or declared or not over all other
shares in the capital for the time being of the Company but
shall not have any further right to participate in surplus
assets.
(b) The holders of the said Preference Shares shall be entitled
out of the profits of the Company recommended by the Directors
as available in respect of any financial year to be
distributed by way of dividend to a fixed cumulative
Preference Dividend at such rate as may be fixed by the
Directors prior to
5.
the issue of or conversion to such shares upon the capital for
the time being paid up on the said Preference Shares held by
them respectively.
(c) Such Preference Shares shall not confer on the holders thereof
any right to vote at Meetings of the Company except -
(i) upon a Resolution for the winding up of the Company or
to sanction the sale of its major undertaking.
(ii) upon a Resolution affecting the rights and privileges of
Preference Shareholders as such.
(iii) upon a Resolution for the reduction of capital.
(iv) whenever the Preference Dividend shall at the time of
the Meeting be in arrears more than six months after the
close of the Company's financial period.
(d) Upon any Resolution on which the Preference Shareholders are
entitled to vote each Preference Shareholder shall be entitled
to such number of votes as he would have been entitled to had
his Preference Shares been Ordinary Shares.
(iii) The Company may upon the issue of any such Preference Shares reserve
the right to issue thereafter a stipulated number of further
Preference Shares ranking equally with the Preference Shares about
to be issued.
6.
(iv) Notwithstanding the previous paragraphs in this Article Preference
Shares shall not be issued and Ordinary Shares shall not be
converted into Preference Shares if after such issue or conversion
the total nominal value of the Preference Shares then issued would
exceed the total nominal value of the Ordinary Shares then issued.
ISSUE OF REDEEMABLE PREFERENCE SHARES
10. Subject to the Act the Company may issue Preference Shares which are or
at the option of the Company are liable to be redeemed.
ISSUES AT A PREMIUM AND COMMISSION
11. Shares may be issued at a premium and this shall not prejudice the right
of the Company at any time to issue any unissued shares at a lower rate of
premium or without a premium or at a discount subject to the Act. The
Company may pay a commission to any person in consideration of his
subscribing or agreeing to subscribe whether absolutely or conditionally
for any shares in the Company or procuring or agreeing to procure
subscriptions whether absolute or conditional for any shares in the
Company to any amount not exceeding ten per centum of the price at which
the shares are issued. Such commission may be paid in cash or in shares
debentures or debenture stock of the Company or otherwise. The Company may
in addition to or in lieu of such commission pay such brokerage as is
permitted by law.
REGISTER OF MEMBERS
12. The shares and the names of the holders for the time being shall be
entered in the Register and no person shall be recognised as a member
unless his name appears as such in the Register. Except as required by law
no person shall be recognised by the Company as holding any share upon any
trust and the Company shall not be bound by or be compelled in any way to
recognise (even when having notice thereof) any equitable contingent
future or partial interest in any share or unit of a share or (except only
7.
as by these Articles or by law otherwise provided) any other rights in
respect of any share except an absolute right to the entirety thereof in
the registered holder or holders thereof.
PAYMENT FOR SHARES
13. If by the conditions of allotment of any share the whole or part of the
amount or the issue price shall be payable in one amount or by instalments
such amount and every instalment shall when due be paid to the Company by
the holder of the share.
JOINT HOLDERS
14. If two or more persons are registered as joint holders of any shares the
person first named on the Register in respect of such shares shall as
regards receipt of dividends service of notices and all or any other
matters connected with the Company (except the transfer of shares and
voting) be deemed the sole owner and shall be entitled to give receipts
for any dividends payable in respect of such shares and upon the death of
one of several holders of a share the survivors or survivor of the persons
registered as holders shall be deemed to be absolutely entitled.
APPLICATION FOR SHARES
15. An application for shares in the Company signed by or on behalf of the
applicant and followed by an allotment of any shares to the applicant
shall entitle the Company to place the name of the applicant on the
Register whereupon the shares so allotted shall be deemed duly accepted by
the applicant.
IV. SHARE CERTIFICATES
MEMBERS ENTITLED TO CERTIFICATES
16. Every member shall be entitled to receive free of charge for the shares
registered in his name one certificate or, if he so desires and his
holding reasonably so warrants, several certificates. The Company shall
complete certificates within one month after allotment or
8.
within one month after the date on which an appropriate transfer has been
duly approved by the Directors.
CONTENTS OF CERTIFICATES
17. Every Share Certificate shall specify the number of shares in
respect of which it is issued and the amount paid up or agreed to be
considered as paid up thereon.
AUTHENTICATION OF CERTIFICATES
18. Share Certificates shall be issued under the Seal. The Directors may
authorise the affixing of signatures to Share Certificates by mechanical
means. Any Share Certificate on which appears an engraved lithographed or
other facsimile reproduction of the authorised signatures shall be deemed
to have been manually signed.
RENEWAL OF CERTIFICATES
19. If any Share Certificate issued by the Company shall be worn out defaced
destroyed or lost and has not been pledged sold or otherwise disposed of
the Company shall issue a duplicate certificate on production of such
evidence and on delivery to the Company of such indemnities and
undertakings duly executed and on payment of such fee for each duplicate
certificate not exceeding Five shillings (5/-) as the Directors may
require. In case of destruction or loss the member by whom such duplicate
certificate is applied for shall also bear and pay to the Company all
expenses of and incidental to any enquiry and indemnity required by the
Company.
JOINT HOLDERS' CERTIFICATES
20. The Company shall not be bound except pursuant to Article 16 to issue more
than one certificate for shares registered in the names of two or more
persons and the delivery of a certificate to any one of such persons shall
be sufficient delivery to all.
9.
V. CALLS ON SHARES
CONDITIONS FOR MAKING CALLS
21. (a) The Directors may subject to these Articles and to any conditions of
allotment from time to time make such calls upon the members in
respect of all moneys unpaid in respect of their shares (whether on
account of the nominal value of the shares or by way of premium) as
they think fit provided that fourteen (14) days' notice at least
is given of each call and each member shall be liable to pay the
amount of every call so made upon him to the persons and at the
times and places appointed by the Directors. A call may be made
payable by instalments. A call shall be deemed to have been made as
soon as the Resolution of the Directors authorising such call shall
have been passed. The Directors may by notice in writing to the
members on whom such call has been made revoke the call or extend
the time for payment.
(b) On the trial or hearing of any action for the recovery of any money
due for any call it shall be sufficient to prove that the name of
the member sued is entered in the Register as the holder or one of
the holders of the shares in respect of which such debt accrued that
the Resolution making the call is duly recorded in the Minute Book
and that notice of such call was duly served on the member sued and
the proof of these matters shall be conclusive evidence of the debt
and it shall not be necessary to prove the appointment of the
Directors who made such call or any other matters whatsoever.
(c) The non-receipt of a notice of any call by or the accidental
omission to give notice of a call to any of the members shall not
invalidate the call.
10.
AMOUNT PAYABLE UNDER TERMS OF ISSUE OF SHARES TO BE TREATED AS CALL
22. Any sum which by the terms of allotment of a share is made payable upon
allotment or at any fixed date shall be deemed to be a call duly made and
payable on the date of allotment or the date so fixed for payment as the
case may be and the provisions of these Articles as to non-payment of
calls shall mutatis mutandis apply to the non-payment of any such sum.
RESPONSIBILITY OF JOINT HOLDERS
23. The joint holders of a share shall be jointly and severally liable for the
payment of all calls and instalments.
DIFFERENTIAL TREATMENT BETWEEN MEMBERS CONCERNING CALL
24. The Directors may from time to time make arrangements on the issue of
shares for a difference between the holders of such shares in the amount
of calls to be paid and in the time of payment of such calls.
INTEREST PENALTY FOR NON-PAYMENT OF CALLS
25. If before or on the day appointed for payment a call or instalment is not
paid the holder or allottee of the share shall pay interest on the amount
of the call or instalment at such rate (not exceeding ten per centum per
annum) as the Directors shall fix from the day appointed for payment to
the time of actual payment; but the Directors may waive payment of
interest in whole or in part.
PAYMENT OF CALLS IN ADVANCE
26. The Directors may if they think fit receive from and repay to any member
willing to advance the same all or any of the moneys due upon his shares
beyond the sums actually called up and upon all or any of the moneys so
advanced the Directors may (until the same would but for such advance
become presently payable) pay or allow such interest (not exceeding,
without the consent of an Ordinary Resolution of the Company, ten per
centum per annum) as may be agreed upon between them and such member. Any
amount for the time being paid in advance of calls shall not be taken into
account in calculation of dividends on such shares.
11.
VI. FORFEITURE OF SHARES
NOTICE UPON DEFAULT IN PAYMENT OF CALL OR INSTALMENT
27. If any member fails to pay the whole of any call or instalment on or
before the day appointed for payment the Directors may at any time while
the call or instalment or any part remains unpaid serve a notice on him
requiring him to pay such call or instalment or such part as remains
unpaid together with any interest at such rate (not exceeding ten per
centum per annum) as the Directors shall determine and any expenses which
may have been incurred by the Company by reason of such non-payment.
FORM OF NOTICE
28. The Notice shall appoint a person a day (not being less than seven (7)
days from the date of the notice) and a place to on and at which such call
or instalment together with such interest and expenses are to be paid. The
notice shall also state that in the event of non-payment at or before the
time and at the place appointed the shares in respect of which the call
was made or the instalment is payable will be liable to be forfeited.
IF NOTICE NOT COMPLIED WITH SHARES MAY BE FORFEITED
29. If the requirements of any such notice are not complied with any share in
respect of which such notice has been given may at any time thereafter,
before the payment required by the notice has been made be forfeited by a
Resolution of the Directors. Such forfeiture shall include all dividends
declared but not actually paid before the forfeiture. The Directors may at
any time before any share so forfeited shall have been sold re-allotted or
otherwise disposed of annul the forfeiture thereof upon such conditions as
they think fit.
DISPOSAL OF FORFEITED SHARE OR CANCELLATION OF FORFEITURE
30. Every share which shall be forfeited shall thereupon become the property
of the Company and may be cancelled sold re-allotted or otherwise disposed
of upon such terms and in such manner as the Directors think fit PROVIDED
12.
THAT in the event of any shares being forfeited and sold within twelve
(12) months after forfeiture any residue after the satisfaction of the
unpaid calls accrued interest and expenses shall be paid to the person
forfeiting or to his executors administrators or assigns.
LIABILITY OF PERSON WHOSE SHARES HAVE BEEN FORFEITED
31. A person whose shares have been forfeited shall cease to be a member in
respect of the forfeited shares but shall notwithstanding remain liable to
pay to the Company all calls instalments interest and expenses owing upon
or in respect of such shares at the time of forfeiture together with
interest from the time of forfeiture until payment at such rate (not
exceeding ten per centum per annum) as the Directors shall determine. The
liability of such a person shall cease if and when the Company receives
payment in full of all such money, including interest (unless waived in
whole or in part), in respect of the shares. The Directors may enforce the
payment as they think fit but shall not be under any obligation to do so.
VALIDITY OF SALES AFTER FORFEITURE
32. A statutory declaration in writing that the declarant is a Director or the
Secretary of the Company and that a share has been duly forfeited in
pursuance of these Articles and stating the date upon which it was
forfeited shall as against all persons claiming to be entitled to the
share be conclusive evidence of the facts therein stated and such
declaration together with the receipt of the Company for the consideration
(if any) given for the share or its sale re-allotment or other disposition
and a Share Certificate delivered to the person to whom the same is sold
re-allotted or otherwise disposed of shall constitute a good title to the
share and such person shall be registered as the holder of the share and
shall be discharged from all calls made prior to such sale re-allotment or
disposition and shall not be bound to see to the application of the
purchase money (if any) nor shall his title to the share be affected by
any act omission or irregularity
13.
relating to the proceedings in reference to the forfeiture sale
re-allotment or disposal of the share.
NOTICE OF FORFEITURE
33. When any share shall have been forfeited in accordance with these Articles
notice of the Resolution shall be given to the member in whose name that
share stood immediately prior to the forfeiture and an entry of the
forfeiture with the date thereof shall forthwith be made in the Register.
VII. LIEN ON SHARES
NATURE AND EXTENT OF LIEN
34. (a) The Company shall have a first and paramount lien on every share
(whether fully paid or not) for all moneys whether presently payable
or not or payable at a fixed time with interest and expenses owing
to the Company in respect of that share but the Directors may at any
time declare any share to be wholly or in part exempt from the
provisions of this Article.
(b) The Company shall have a first and paramount lien for unpaid calls
and instalments upon the specific shares in respect of which such
moneys are due and unpaid. Such lien shall extend to all dividends
from time to time declared in respect of such shares. If the Company
shall register a transfer of any share upon which it has a claim
without first giving to the transferee a notice of the claim that
share shall be freed and discharged from the lien.
COMPANY'S RIGHTS IF REQUIRED TO MAKE PAYMENT TO GOVERNMENT AUTHORITY IN RESPECT
OF MEMBERS' SHARES
35. Whenever any law for the time being of any country state or place imposes
or purports to impose any immediate or future or possible liability upon
the Company to make any payment
14.
or empowers any Government or taxing authority or Government Official to
require the Company to make any payment in respect of any shares
registered in any of the Company's Registers as held either jointly or
solely by any member or in respect of any dividends bonuses or other
moneys due or payable or accruing due or which may become due or payable
to such member by the Company on or in respect of any shares registered as
aforesaid or for or on account of any member and whether in consequence
of -
(a) the death of such member
(b) the non-payment of any income tax or other tax by such member
(c) the non-payment of any estate probate succession death stamp or
other duty by the executor or administrator of such member or by or
out of his estate
(d) any assessment of or demand for payment in respect of income tax
against the Company in respect of interest dividends or other money
payable to such member
(e) any other act or thing
the Company in every such case -
(i) Shall be fully indemnified by such member or his executor or
administrator from all liability.
(ii) Shall have a lien upon all dividends bonuses and other moneys
payable in respect of the shares registered in any of the Company's
Registers whether held either jointly or solely by such member in
respect of the same shares or in respect of any dividend bonus or
other money as aforesaid thereon or for or on account or in respect
of such member for all moneys and liabilities due or chargeable
under or in consequence or
15.
in respect of such law together with interest at the rate of eight
per centum per annum thereon from date of payment to date of
repayment and may deduct or set off against any such dividend bonus
or other money payable as aforesaid any moneys paid or payable by
the Company as aforesaid together with interest as aforesaid.
(iii) May recover as a debt due from such member or his executor or
administrator wherever constituted any moneys paid by the Company
under or in consequence of any such law and interest thereon at the
rate and for the period aforesaid in excess of any dividend bonus or
other money as aforesaid then due or payable by the Company to such
member.
(iv) May if any such money is paid or payable by the Company under any
such law as aforesaid refuse to register a transfer of any share by
any such member or his executor or administrator until such money
and interest as aforesaid is set off or deducted as aforesaid or in
case the same exceeds the amount of any such dividend bonus or other
money as aforesaid then due or payable by the Company to such member
until such excess is paid to the Company. Nothing herein contained
shall prejudice or affect any right or remedy which any such law may
confer or purport to confer on the Company and as between the
Company and every such member as aforesaid his executors
administrators and estate wheresoever constituted or situate any
right or remedy which such law shall confer on or purport to confer
on the Company shall be enforceable by the Company.
16.
ENFORCEMENT BY SALE OF SHARES
36. The Directors may sell the shares of any per- son subject to any such lien
at such time or times and in such manner as they think fit but no sale
shall be made until such time as the moneys in respect of which such lien
exists are presently payable or the liability or en- gagement in respect
of which such lien exists is liable to be presently fulfilled or dis-
charged and until a demand and notice in writ- ing stating the amount due
or specifying the liability or engagement and demanding payment or
fulfilment or discharge and giving notice of intention to sell in default
shall have been served on such member and default in payment fulfilment or
discharge shall have been made by him for seven (7) days after such
notice.
APPLICATION OF PROCEEDS OF SALE
37. The net proceeds of such sale shall be applied in or towards satisfaction
of the moneys owing to the Company accrued interest and expenses and the
residue (if any) shall toe paid to the member his executors administrators
or assigns.
VALIDITY OF SALES AFTER FORFEITURE AND REGISTRATION OF PURCHASER
38. A statutory declaration in writing that the declarant is a Director or the
Secretary of the Company, and that a share has been duly forfeited in
pursuance of these Articles, and stating the date upon which it was
forfeited, shall, as against all persons claiming to be entitled to the
share adversely to the forfeit- ure thereof, be conclusive evidence of the
facts therein stated, and such declaration, together with the receipt of
the Company for the consideration (if any) given for the share on the sale
or disposition thereof, and a certificate of proprietorship of the share
under the Seal delivered to the person to whom the same is sold or
disposed of, shall con- stitute a good title to the share and such person
shall be registered as the holder of the share and shall be discharged
from all calls made prior to such sale or disposition, and shall not be
bound to see to the applicat- ion of the purchase money (if any) nor shall
his title to the share be affected by any act, omission, or irregularity
relating to or
17.
connected with the proceedings in reference to the forfeiture, sale,
re-allotment or dis- posal of the share.
VIII. TRANSFER OF SHARES
EXECUTION OF INSTRUMENT OF TRANSFER
39. Except as provided in the Act or by these Articles no transfer shall be
registered un- less a proper instrument of transfer has been delivered to
the Company. The instru- ment of transfer of any share in the Company
shall be in writing and shall be signed both by the transferor and the
transferee and shall contain the name and address of the transferor and
the transferee and the transferor shall be deemed to remain the holder of
such share un- til the name of the transferee is entered in the Register.
FORM OF INSTRUMENT OF TRANSFER
40. The instrument of transfer of any shares shall be in such usual or common
form as the Directors shall approve.
DIRECTORS MAY DECLINE TO REGISTER TRANSFER
41. (a) The Directors may in their absolute and uncontrolled discretion
refuse to register any proposed transfer of shares without assigning
any reason therefore.
(b) If the Directors refuse to register a transfer of any shares they
shall within one month after the date on which the transfer was
lodged with the Company send to the transferee notice of the
refusal.
REGISTRATION OF TRANSFER
42. Every instrument of transfer shall be left at the office (or at such other
place as the Directors may from time to time determine) for registration
and shall (if liable to stamp duty) be duly stamped and shall be
accompanied . by the certificate of the shares to be trans- ferred and
such other evidence as the Directors
18.
may require to prove the title of the transferor or his rights to transfer
the shares. The Directors may waive the production of any certificate
upon evidence satisfactory to them of its loss or destruction. All
instruments of transfer which are registered may be retained by the
Company and thereafter dealt with as the Directors think fit.
CLOSING OF REGISTER
43. The Register may upon notice being given by advertisement in manner
prescribed by the Act be closed during such time as the Directors may
think fit not exceeding in the whole thirty (30) days in each year.
TRANSFER OF INFANTS
44. The Company shall not be required to register any infant as a member or to
recognise the transfer of any shares to an infant but the Directors may if
they think fit, recognise any such transfer and register any infant trans-
feree as a member.
TRANSMISSION OF SHARES
45. (a) In the case of the death of a member the survivors or survivor where
the deceased was a joint holder and the executors and administrators
of the deceased where he was the sole holder shall be the only
persons recognised by the Company as having any title to any shares
registered in the name of such member but nothing herein contained
shall release the estate of a deceased joint holder from any liab-
ility in respect of any share jointly held by him.
(b) Any person becoming entitled to any share or shares in consequence
of the death or bankruptcy of any member or pursuant to the order of
any competent Court in respect of such share or shares upon
producing such evidence that he sustains the character in respect
of which he proposes to act under
19.
this Article or of his title as the Directors think sufficient may
with the consent of the Directors be registered as a member in
respect of such shares or may subject to the Articles as to
transfers hereinbefore contained transfer such shares.
(c) A person who shall have satisfied the Directors that he is entitled
to a share in consequence of the death or bankruptcy of a member
shall be entitled to receive and may give a discharge for
dividends, bonuses or other moneys payable in respect of the shares
but he shall not be entitled to receive notice of or to attend or
vote at Meetings of the Company nor be entitled to any rights or
privileges of a member unless and until he shall have been entered
in the Register as a member in respect of the share.
(d) The Company shall be entitled to with- hold payment of dividends in
respect of any shares to which a person shall claim to be entitled
in consequence of the death or bankruptcy of a member until the
Directors shall have been satisfied as to that person's entitle-
ment.
IX, ALTERATION OF CAPITAL
INCREASE IN CAPITAL
46. The Company in General Meeting in accordance with the Act may from time to
time whether all shares for the time being authorised shall have been
issued or not and whether all shares for the time being issued shall have
been fully called up or not, increase its share capital by the creation of
new shares.
NEW SHARES
47. New shares shall be under the control of the Directors and shall be dealt
with as provided in these Articles.
20.
CAPITAL SUBJECT TO ARTICLES
48. All share capital whether or not at the date of adoption of these Articles
authorised or issued shall be subject to the provision of these Articles.
CONSOLIDATION ETC. OF SHARES
49. The Company may from time to time in accord- ance with the Act -
(a) Consolidate and divide all or any of its share capital into shares
of larger amount than its existing shares.
(b) Convert all or any of its paid-up shares into stock and re-convert
any stock into paid-up shares of any denomination.
(c) Subdivide its shares or any of them into shares of smaller amount
than is fixed by the Memorandum so however that in the subdivision
the proportion between the amount paid and the amount if any not
paid on each reduced share shall be the same as it was in the case
of the share from which the re- duced share is derived.
(d) Cancel shares which at the date of the passing of the Resolution in
that behalf have not been taken or agreed to be taken by any person
or which have been forfeited and diminish the amount of its share
capital by the amount of the shares so cancelled.
STOCK UNITS
50. (a) Holders of stock may transfer the same or any part in the same
manner as the shares from which the stock arose might prior to
conversion have been transferred, or as nearly as circumstances
permit, but the Direct- ors may from time to time fix the minimum
amount of stock transferable or forbid the transfer of fractions of
such minimum amount. The minimum
21.
amount shall not exceed the nominal value of the shares from which
the stock arose.
(b) All Articles of Association applic- able to paid-up shares shall
apply to stock and the words "share" "shareholder" and "member"
shall inc- lude "stock" and "stockholder."
REDUCTION OF CAPITAL
51. The Company may from time to time in accord- ance with the Act reduce its
capital in any way and in particular without prejudice to the generality
of this Article may -
(a) Extinguish or reduce the liability on any of its shares in respect
of share capital not paid up or -
(b) Either with or without extinguishing or reducing liability on any of
its shares cancel any paid up share capital which is lost or
unrepresented by available assets or -
(c) Either with or without extinguishing or reducing liability on any of
its shares pay off any paid up share capital which is in excess of
the wants of the Company and may if and so far as is necessary alter
its Memorandum by reducing the amount of its share capital and of
its shares accordingly.
MODIFICATION OF CLASS RIGHTS
52. If at any time the share capital is divided into different classes of
shares, the rights attached to any class (unless otherwise pro- vided by
the terms of issue of the shares of that class) may whether or not the
Company is being wound up, be varied with the consent in writing of the
holders of three- fourths of the issued shares of that class, or with the
sanction of a Special Resolution passed
22.
at a separate General Meeting of the holders of the shares of that class. To
every such separate General Meeting the provisions of these Articles relating to
General Meetings shall mutatis mutandis apply but so that the necessary quorum
shall be two persons at least holding or representing by proxy one-third of the
issued shares of the class and that any holder of shares of the class present in
person or by proxy may demand a poll.
X. BORROWING POWERS
Directors' Power To Borrow and give Security
53. (a) The Directors may from time to time at their absolute discretion
raise or borrow any sum or sums of money for the purposes of the
Company and from any persons banks firms or companies (expressly
including any person holding the office of Director or being a
member) and secure the payment or repayment of such moneys or of any
debts liabilities contracts or obligations undertaken or incurred by
the Company in such manner and upon such terms and conditions in all
respects as they think fit and in particular by the issue or
re-issue of bonds debentures or debenture stock of the Company
perpetual or redeemable or by giving or issuing any other security
of the Company or by Mortgage or charge upon all or any of the
property of the Company both present and future including uncalled
capital,
(b) Any bonds .debentures or other securities may be issued at a
discount premium or. otherwise and with or without the right or
obligation to the holders thereof to exchange the same in whole or
part for shares in the Company at a certain or uncertain time or
with any special privileges
23.
as to redemption surrender drawings allotment of shares attending
and voting at General Meetings of the Company appointment of
Directors and otherwise and generally with such rights and upon such
conditions and options in all respects as the Directors shall think
fit.
Assignment of Conveyance of Property To Trustees
54. The Directors may for the purpose of securing the payment with interest of
any money so borrowed or payable under any contract or other obligation
whatsoever or otherwise or of any bonds debentures debenture stock or
other securities make and carry into effect any arrangement which they may
deem expedient by assigning or conveying any property of the Company to
Trustees.
Securities May Be Assignable Free From Equities
55. Bonds debentures debenture stock and other securities may be so framed
that they shall be assignable free from any equities between the Company
and the original or any intermed- iate holders.
Duties Of Directors Concerning Mortgages and Charges
56. The Company shall duly comply with the require- ments of the Act in regard
to the registration of mortgages and charges the keeping of cop- ies of
instruments of charge and of a Register of Charges at the office and the
opening of such Register to the inspection of creditors members and other
persons.
Directors May Authorise Mortgagees To Make Calls on Members
57. If any uncalled capital of the Company is included in or charged by any
mortgage or other security the Directors may by instrument under the
Company's Seal authorise the person in whose favour such mortgage or
security is executed or any other person in trust for him to make calls on
the members in respect of such uncalled capital and the provisions
hereinbefore contained in regard to calls shall mutatis mutandis apply to
calls made under such authority and such authority may be made
24.
exercisable either conditionally or unconditionally and either presently
or contingently and either to the exclusion of the Directors' power or
otherwise and shall be assignable if expressed so to be
Priority Of Charges
58. Where any uncalled capital of the Company is charged all persons taking
any subsequent charge shall take the same subject to such prior charge and
shall not be entitled by notice to the members or otherwise to obtain
priority over such prior charge.
Indemnity To Directors And Other Persons
59. If the Directors or any of them or any other person shall become
personally liable for the payment of any sum primarily due from the
Company the Directors may execute or cause to be executed any mortgage
charge or security over or affecting the whole or any part of the assets
of the Company by way of indemnity to secure the Directors or persons so
becoming liable from any loss in respect of such liabilities.
XI. GENERAL MEETINGS
Annual General Meeting
60. An Annual General Meeting shall be held at least once in every year and
not more than fifteen (15) months after the holding of the last preceding
Annual General Meeting at such time and place as the Directors may from
time to time determine.
Types Of General Meetings
61. All Meetings of the Company other than the Annual General Meeting shall be
called "Extraordinary General Meetings."
Convening Of Extraordinary General Meetings
62. The Directors may whenever they think fit convene an Extraordinary General
Meeting and they shall on the requisition of the holders entitled to vote
on the business for which the Meeting is to be convened of not less
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than one-tenth of the paid up capital of the Company at the date of the
deposit of the requisition forthwith proceed to convene an Extraordinary
General Meeting of the Company and in the case of such requisition the
following provisions shall have effect -
(a) The requisition must state the objects of the Meeting and must be
signed by the requisitionists and deposited at the office and may
consist of several documents in like form each signed by one or more
of the requisitionists.
(b) The Directors shall cause the Meeting to be held as soon as
practicable, but in any case not later than two (2) months after the
receipt by the Company of the requisition.
(c) If the Directors do not proceed to cause a Meeting to be held within
twenty-one (21) days from the date of the requisition being
deposited the requisitionists or a majority of them in value may
themselves convene the Meeting but any Meeting so convened shall
not be held after three (3) months from the date of such deposit.
(d) In the case of a Meeting at which a Resolution is to be proposed as
a Special Resolution the Directors shall be deemed not to have duly
convened the Meeting if they do not give such notice as is required
by the Act.
(e) Any Meeting convened under this clause by the requisitionists shall
be convened in the same manner as nearly as possible as that in
which Meetings are to be convened by the Directors.
26.
(f) Any reasonable expenses incurred by the requisitionists by reason of
the failure of the Directors to convene a meeting shall be paid to
the requisitionists by the Company and any sum so paid shall be
retained by the Company out of any sums due or to become due from
the Company by way of fees or other remuneration in respect of their
services to such of the Directors as were in default.
(g) A requisition by joint holders of shares must be signed by all such
holders.
(h) If at any time there are not available sufficient Directors capable
of acting to form a quorum any Director or any two members of the
Company may convene an Extraordinary General Meeting.
XII. NOTICE OF GENERAL MEETINGS
Notice Of General Meetings
63. A Meeting called for the passing of a Special Resolution shall be called
by Twenty-one (21) days' notice in writing at least and a Meeting of the
Company other than a Meeting for the passing of a Special Resolution shall
be called by Seven (7) days' notice in writing at least. The notice shall
be exclusive of the day on which it is served or deemed to be served and
of the day for which it is given and shall specify the place and day and
the hour of the Meeting and in case of special business the general nature
of that business and shall be given as herein prescribed or as prescribed
by the Company in General Meeting to all registered holders of shares and
such other persons as may be entitled to receive such notices from the
Company.
27.
Calling Of Meetings On Shorter Notice
64. Subject to the Act a Meeting of the Company shall notwithstanding that it
is called by shorter notice than that specified in the foregoing Article
be deemed to have been duly called if it is so agreed by all members
entitled to attend and to vote.
Omission To Give Notice
65. The accidental omission to give any notice of any Meeting to or the
non-receipt of any such notice by any member shall not invalidate the
proceedings at any Meeting or any Resolution.
Waiver Of Notice
66. Subject to the Act, any member or members either before or after any
Meeting may waive in writing notice of such Meeting and such waiver shall
as far as the giving of notice is concerned render such Meetings and all
proceedings as valid as if prior due notice had been given to that member
or those members.
XIII. PROCEEDINGS AT GENERAL MEETINGS
Business Of Meetings
67. The business to be transacted at each Annual General Meeting shall be as
follows:-
(a) To consider a Profit and Loss Account, Balance Sheet and Reports of
Directors and Auditors and any other documents laid before the
Meeting and to consider any Resolution thereon submitted at the
Meeting.
(b) To elect Directors in the place of any retiring.
(c) To fix the remuneration of Directors.
(d) To elect Auditors and to fix their remuneration.
(e) To declare any dividends recommended by the Directors.
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(f) To transact any other business which under these presents or the Act
ought to be transacted at an Annual General Meeting.
Special Business
68. All business that is transacted at an Extra- ordinary General Meeting or
at any Annual General Meeting with the exception of the business mentioned
in the preceding Article shall be deemed special business. Such special
business shall be considered and decided as may be brought forward by the
Directors or by any member who shall have given to the Directors previous
notice in writing of his intention to bring forward the same and which in
either case shall have been stated in the notice convening the Meeting.
Business To Be Transacted At Meetings
69. No special business shall be transacted at any Meeting unless stated in
the notice con- vening the Meeting and no Resolution shall be passed or
other business transacted at any Meeting which is not included within the
objects and purposes for which the Meeting is convened and no amendment
shall be allowed upon any Resolution contained in the notice convening any
Meeting not directly pertinent thereto.
No Business To Be Done Unless Quorum Is Present
70. No business shall be transacted at any General Meeting unless the quorum
requisite is present at the commencement of that business.
Quorum
71. The members personally present or present by attorney proxy or
representative shall con- stitute a quorum for a General Meeting.
Dissolution Or Adjournment for Want 0f Quorum
72. If within fifteen (15) minutes from the time appointed for the Meeting a
quorum be not present the Meeting if convened upon the re- quisition of
members or called pursuant to the provisions of the Act shall be
dissolved. In any other case it shall stand adjourned to
29.
the same day in the next week at the same time and place or to such other
day time and place as the Directors may by notice to the shareholders
entitled to notice of General Meetings appoint. If at such adjourned
Meeting a quorum is not present those members who are present shall be a
quorum and may transact the business for which the Meeting was called.
Chairman Of General Meeting
73. The Chairman of Directors shall preside as Chairman at every General
Meeting of the Company. If at any General Meeting he is not present within
ten (10) minutes after the time appointed for holding the Meeting or is
unwilling to act as Chairman the members present shall choose another
Director as Chairman, and if no Director be present or if all the
Directors present decline to take the Chair then the members present shall
choose one of their number to be Chairman.
Secretary Of General Meeting
74. The Secretary or in his absence any Assistant or Acting Secretary of the
Company shall act as Secretary of all Meetings of the members. In the
absence of these officers the Chairman of the Meeting may appoint any
person to act as Secretary of the Meeting.
Adjournment Of Meeting
75. The Chairman may with the consent of any Meet- ing at which a quorum is
present and shall if so directed by the Meeting adjourn any Meeting from
time to time and from place to place as the Meeting shall determine but no
business shall be transacted at any adjourned Meeting other than the
business left unfinished at the Meeting from which the adjournment took
place. It shall not be necessary to give any notice of an adjournment or
of the business to be transacted at an adjourned Meeting.
How Questions To Be Decided At Meetings
76. (1) At any General Meeting a Resolution put to the vote of the Meeting
shall be decided on a show of hands unless a poll is (before or on
the declaration
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of the result of the show of hands)
demanded -
(a) by the Chairman - or
(b) by at least two (2) members pre sent in person or by Attorney
Proxy or Representative - or
(c) by any member or members present in person or by Attorney
Proxy or Representative and representing not less than
one-tenth of the total voting rights of all the shareholders
having the right to vote at the Meeting - or
(d) by a member or members holding shares in the Company
conferring a right to vote at the Meeting being shares on
which an aggreg ate sum has been paid up equal to not less
than one-tenth of the total sum paid up on all the shares
conferring that right.
(2) The instrument appointing an Attorney Proxy or Representative to
vote at a Meeting of the Company shall be deemed also to confer
authority to demand or join in demanding a poll and for the purpose
of the present Article a demand by a person as Attorney Proxy or
Representative for a member shall be the same as a demand by the
member
Evidence Of Passing A Resolution On A Show Of Hands
77. At any General Meeting unless a poll be demanded in accordance with
the preceding Article a declaration by the Chairman that a
Resolution has on a show of hands been carried or carried
unanimously or by a particular majority or lost and an entry to that
effect in the book containing the Minutes of the proceedings of the
Company shall be conclusive evidence of the fact without proof of
the number
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or proportion of the votes recorded in favour of or against such
Resolution.
WITHDRAWAL OF DEMAND FOR A POLL
78. A demand for a poll may be withdrawn.
MANNER OF TAKING POLL
79. If a poll is duly demanded it shall be taken within fourteen (l4) days of
the date of demand in such manner and at such time and place as the
Chairman of the Meeting directs and the result of the poll shall be deemed
to be the Resolution of the Meeting at which the poll was demanded.
TIME FOR TAKING POLL
80. No poll may be demanded on the election of a Chairman of a General Meeting
or upon a question of adjournment of a General Meeting. A poll demanded on
any other question shall be taken at such time as the Chairman of the
Meeting directs and either at once or after an interval or adjournment or
otherwise and any business other than that upon which a poll has been
demanded shall unless the Meeting otherwise resolves be proceeded with
pending the taking of the poll.
EQUALITY OF VOTES
81. In the case of an equality of votes whether on a show of hands or on a
poll the Chairman shall have a second or casting vote.
XIV. VOTES OF MEMBERS
VOTES OF MEMBERS
82. Subject to the Articles and to any restrictions from time to time
affecting any shares or class of shares:-
(a) On a show of hands every member present in person or by Attorney or
Proxy or, in the case of a company being a member, by its
Representative shall have one (1) vote; and
(b) in case of a poll, every member present
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in person or by Attorney or Proxy, or, in the case of company being
a member, by its Representative, shall have one (1) vote for every
share held by him.
VOTING IN A CASE OF JOINT HOLDERS
83. Where there are joint registered holders of any share any one of such
persons may vote at any Meeting either in person or by Attorney or Proxy,
or, in the case of a company by its Representative, in respect of such
shares as if he were solely entitled thereto and if more than one (1) of
such joint holders be present at any Meeting in person or by Attorney
Proxy or Representative, then that one (1) of the said persons so present
whose name stands first in order in the Register in respect of such share
shall if desirous of voting alone be entitled to vote in respect thereof.
ATTORNEYS PROXIES OR REPRESENTATIVES NEED NOT BE MEMBERS
84. An Attorney Proxy or Representative need not be a member. Whether on a
show of hands or on a poll, votes may be given either personally or by
Attorney or Proxy or, in the case of a company being a member, by its
Representative; but on a show of hands, if a member present in person
represents also by Proxy or otherwise another member, or if a person other
than a member represents two or more members, neither the said member
present nor the said person shall have more than one (1) vote.
NO MEMBER ENTITLED TO VOTE ETC. WHILE CALLS DUE
85. A member shall be entitled to be present and to vote on any question
either personally or by Attorney or Proxy or as Attorney or Proxy for
another member or, in the case of a company being a member, by its
Representative, at any General Meeting or upon a poll and to be counted in
a quorum in respect of any fully paid up share or shares and of any share
or shares upon which all calls due and payable to the Company shall have
been paid but shall not be entitled to vote in respect of any shares on
which all calls or other sums presently payable by him have not been duly
paid.
33.
VOTES OF PERSONS OF UNSOUND MINDS ETC.
86. A member who is of unsound mind or whose person or estate is liable to be
dealt with in any way under the law relating to mental health may vote,
whether on a show of hands or on a poll, by his committee or by his
trustee or by such other person as properly has the management of his
estate, and any such committee trustee or other person may vote by Proxy
or Attorney.
REPRESENTATIVES OF CORPORATIONS
87. A corporation (including a foreign corporation) which is a member may, by
Resolution of its Directors or other governing body, authorise any person
to act as its representative at any Meeting of the Company or of any class
of members, and the person so authorised shall be entitled to exercise the
same powers on behalf of the corporation which he represents as that
corporation could exercise if it were an individual member, including the
power to appoint a Proxy. Any such authority may be either general, unless
or until revoked, or special for a particular Meeting.
EXECUTION OF INSTRUMENT OF APPOINTMENT OF PROXY OR REPRESENTATIVE
88. The instrument appointing a Proxy shall be in writing under the hand of
the appointor or of his Attorney duly authorised in writing or if the
appointor is a corporation either under Seal or under the hand of an
officer or Attorney duly authorised.
DEPOSIT OF AN INSTRUMENT OF PROXY ETC.
89. The instrument appointing a Proxy or Representative and the Power of
Attorney or other authority, if any, under which it is signed or a
notarially certified copy -
(a) Shall be deposited at the office not less than twenty-four (24)
hours before the time for holding the Meeting or adjourned Meeting
at which the person named in the instrument proposes to vote.
(b) In the case of a poll (if not deposited
34.
as aforesaid) shall be deposited at the office not less than
twenty-four (24) hours before the time appointed for taking the
poll,
and in default the instrument of appointment shall not be treated as
valid.
FORM OF APPOINTMENT OF PROXY
90. (a) Any instrument appointing a Proxy shall be in such form as the
Directors may from time to time prescribe or accept or in a common
form.
(b) If any form appointing a Proxy does not include the name of the
person or persons in whose favour it is given or other details
required to be filled in by the member it may be completed by the
Secretary on authority from the Directors and the Directors may
authorise completion of such form by the insertion of the name or
names of one (1) or more of their number.
VALIDITY OF VOTE GIVEN BY PROXY
91. A vote given in accordance with the terms of an instrument of Proxy or
Attorney shall be valid notwithstanding the previous death or unsoundness
of mind of the principal or revocation of the instrument or the authority
under which the instrument was executed, or the transfer of the shares in
respect of which the instrument is given, if no intimation in writing of
such death, unsoundness of mind, revocation or transfer as aforesaid has
been received by the Company at the registered office before the
commencement of the Meeting or adjourned Meeting at which the instrument
is used.
VALIDITY OF VOTES
92. No objection shall be taken to the validity of any vote except at the
Meeting at which such vote shall be tendered and every vote not disallowed
at such Meeting whether given personally or by Attorney, Proxy,
Representative
35.
or otherwise shall be deemed valid for all purposes.
XV. DIRECTORS
SUBSIDIARY MANAGEMENT
93. (a) Notwithstanding any provision of any other Article but only during
the period of subsidiary management -
(i) The Directors shall be such persons as are from time to time
appointed Directors of the Company by J.I. Case Company of
Racine Wisconsin in the United States of America in writing
under its Common Seal.
(ii) Any Director so appointed shall, subject to the Act, hold
office until removed by notice in writing under the Common
Seal of J.I. Case Company or until he shall resign by Notice
in writing to the Company.
(b) The period of subsidiary management shall terminate upon the passing
by the Company in General Meeting of a Resolution terminating the
period of subsidiary management.
(c) Upon the termination of the period of subsidiary management this
Article shall cease to have effect and the provisions of Articles 94
to 98 inclusive shall apply.
GENERAL PROVISIONS
NUMBER OF DIRECTORS
94. Until otherwise determined by the Company in General Meeting the number of
Directors shall not be less than three (3) nor more than eight (8).
36.
APPOINTMENT TO FILL CASUAL VACANCY IN OR ADDITION TO BOARD
95. The Directors shall have power at any time and from time to time to
appoint any person as a Director either to fill a casual vacancy or as an
addition to the Board but so that the total number of Directors shall not
at any time exceed the maximum number fixed by or pursuant to the last
preceding Article. Any Director so appointed shall hold office only until
the next following Annual General Meeting of the Company and shall then be
eligible for re-election.
CONTINUING DIRECTORS TO ACT WHERE VACANCIES
96. The continuing Directors may act notwithstanding any vacancy in their body
but so that if the number falls below the minimum above fixed the
continuing Directors shall not except for the purpose of filling vacancies
or for summoning a General Meeting act so long as the number is below the
minimum.
ROTATION OF DIRECTORS
97. Save as is otherwise provided in the Articles or the following provisions
shall apply:-
(a) At every Annual General Meeting the whole of the Directors shall
retire from office.
(b) Retiring Directors shall retain office until the dissolution or
adjournment of the Meeting at which their successors are elected and
shall be eligible for re-election.
(c) The Company at the Meeting at which the Directors retire in manner
aforesaid shall elect Directors to fill the vacated offices. No
person not being a retiring Director shall be eligible for election
to the office of Director at any General Meeting unless he or some
other member intending to propose him has at least fourteen (l4)
clear days before the Meeting left at the office of
37.
the Company a notice in writing duly signed signifying his
candidature for the office or the intention of such member to
propose him. Provided that in the case of a person recommended for
election by the Directors ten (10) days' notice only shall be
necessary.
(d) If at any Meeting at which an election of a Director ought to take
place the place of the retiring Director be not filled up the
retiring Director shall if willing to act and otherwise eligible
continue in office until the Annual General Meeting in the following
year and so on from year to year until his place is filled up unless
it shall be determined at such Meeting on due notice to reduce the
number of Directors.
REMOVAL OF DIRECTORS BY GENERAL MEETING
98. The Company may in General Meeting by Ordinary Resolution remove any
Director before expiration of his period of office and may appoint another
person in his stead for the balance of that period provided that where any
Director so removed was appointed to represent the interests of any
particular class of shareholders or debenture holders the Resolution to
remove him shall not take effect until his successor has been appointed.
Twenty eight (28) days' notice at least shall be required of any
Resolution to remove a Director and upon receipt of such notice the
Company shall forthwith send a copy to the Director concerned. Such
Director may subject to the Act make representations in writing to the
Company relating to the intended Resolution and the Company shall unless
the representations are received by it too late for it so to do -
(i) in any Notice of Meeting given to members of the Company state the
fact of the representations having been made; and
38.
(ii) send a copy of the representations to every member or if such
representations are not so sent such Director may require that the
representations shall be read at the Meeting called to consider the
intended Resolution.
SHARE QUALIFICATIONS
99. A Director shall not be required to hold any shares.
MAY SERVE IN OTHER CAPACITY
100. A Director may serve the Company in any other capacity or hold any other
office or place of profit under the Company except that he shall not nor
shall any officer of the Company or a partner in any business with or an
employer or employee of a Director or Officer of the Company be capable of
being appointed or of acting as Auditor of the Company or of any
subsidiary of the Company as may be defined by the Act from time to time.
VACATION OF OFFICE
101. Notwithstanding the provisions of any other Article, the office of a
Director shall ipso facto be vacated -
(a) if he becomes bankrupt or suspends payment or compounds with his
creditors or be convicted of a felony;
(b) if he becomes of unsound mind or a person whose person or estate is
liable to be dealt with in any way under the law relating to mental
health;
(c) if by notice in writing to the Company he resigns his office;
(d) if he becomes prohibited from being a Director by reason of any
order made under the Act;
(e) if he ceases to be a Director by virtue of the Act.
39.
Any Director whose office becomes so vacated shall, subject to the Act, be
eligible for immediate re-election or re-appointment.
CONTRACTS WITH THE COMPANY
102. (a) Notwithstanding any rule of law or equity to the contrary no Director
shall be disqualified by his office from holding any office or place of
profit under the Company or under any Company in which this Company
shall be member or otherwise interested except that of Auditor or from
contracting with the Company either as vendor purchaser or otherwise
nor shall any such contract or any contract or arrangement entered into
by or on behalf of the Company in which any Director shall be in any
way interested be avoided nor shall any Director be liable to account
to the Company for any profit arising from any such office or place of
profit or realised by any such contract or arrangement by reason only
of such Director holding that office or of the fiduciary relations
thereby established but it is declared that the nature of his interest
must be disclosed by him at the Meeting of the Directors at which the
contract or arrangement is first taken into consideration if his
interest then exists or in any other case at the first Meeting of the
Directors after the acquisition of his interest. If a Director becomes
interested in a contract or arrangement after it is made or entered
into the disclosure of his interest shall be made at the first Meeting
of the Directors held after he becomes so interested. A Director may as
a Director vote in respect of any contract or arrangement in which he
is so interested as aforesaid and
40.
if he do so vote his vote shall be counted. Any Director so
interested shall be counted in determining a quorum.
(b) A general notice that a Director is a member or a Director of any
company or a member of any partnership and is to be regarded as
interested in all transactions with that company or partnership
shall be sufficient disclosure under this clause as regards such
Director and the said transactions and after such general notice it
shall not be necessary for such Director to give a special notice
relating to any particular transaction with that company or
partnership provided that nothing herein shall be deemed to limit
the duties imposed on Directors by the Act.
OTHER COMPANIES
103. A Director of this Company may be or become a Director of any other
company promoted by this Company any subsidiary company or any company
having dealings with this Company and no such Director shall merely
because he be a Director of this Company be accountable for any benefits
received as Director or member of or holder of any office or place of
profit under such Company. The Directors may exercise the voting power
conferred by the shares in any company held or owned by the Company in
such manner in all respects as the Directors think fit (including the
exercise thereof in favour of any Resolution appointing the Directors or
any of them to be Directors of such company or voting or providing for the
payment of remuneration to the Directors of such company) and any such
Director of the Company may vote in favour of the exercise of such voting
rights in manner aforesaid notwithstanding that he may be or be about to
be appointed a Director of such other company.
41.
VALIDITY OF ACTS
104. Any act done in good faith by a Director whose office is vacated by the
operation of any provision of the Act or of these Articles shall be valid
unless prior to the doing of such act written notice has been served upon
the Director or an entry has been made in the Directors' Minute Book
stating that such Director has ceased to be a Director of the Company.
XVI. REMUNERATION OF DIRECTORS
ANNUAL REMUNERATION OF DIRECTORS
105. The Company shall from time to time fix in General Meeting the
remuneration of Directors to be paid out of the funds of the Company to
the Directors and such remuneration shall be divided among them in such
proportions and manner as the Company may by Resolution direct and failing
any such Resolution as the Directors may for the time being and from time
to time agree and failing agreement then equally between them.
REMUNERATION TRAVELLING EXPENSES
106. Each Director shall in addition to any remuneration receivable by him be
reimbursed his reasonable travelling hotel and other expenses incurred in
attending and returning from Meetings of the Directors of the Company or
otherwise while employed in the business of the Company.
ADDITIONAL SERVICES
107. If any Director being willing shall be called upon to perform extra
services or to make any special exertions in going abroad or otherwise for
any of the purposes of the Company the Company may remunerate the Director
for so doing by a fixed sum, as may be determined by the Directors and
such remuneration may be either in addition to or substitution for his or
their share in the remuneration above provided.
42.
PENSIONS
108. Subject to the Act for the purpose of any scheme instituted by the Company
for providing pensions life assurances or other benefits for its employees
and/or any employees of any of its subsidiary companies any Director
holding any salaried employment or office in the Company shall be deemed
an employee of the Company and may accordingly (if otherwise qualified
under the provisions of the Scheme) become a member thereof and receive
and retain all benefits to which he may become entitled. The Directors may
pay out of the Company's moneys any premiums or contributions becoming
payable by the Company under the provisions of any such Scheme in respect
of any Directors holding any salaried employment or office in the Company
who are members.
VOTES OF INTERESTED DIRECTORS
109. A Director shall not vote at Meetings of Directors upon any Resolution or
matter relating to any scheme referred to in the preceding Article
(including Resolution for the payment by the Company of contributions) in
which he is personally interested and if he does so vote his vote shall
not be counted.
LOSS PAYMENTS TO DIRECTORS OF OFFICE ETC.
110. The Company shall not except as permitted by the Act make to any Director
any payment by way of compensation for loss of office as a Director of the
Company or of a subsidiary of the Company or in consideration for or in
connection with his retirement from any such office nor shall the Company
make any payment to any Director of the Company in connection with the
transfer of the whole or any part of the undertaking or property of the
Company unless particulars with respect to the proposed payment (including
the amount) have been disclosed to the members of the Company and the
proposal has been approved by the Company in General Meeting.
43.
XVII. ALTERNATE DIRECTORS
APPOINTMENT OF ALTERNATE DIRECTORS
111. (a) Each Director shall have power from time to time to nominate any
person approved by the Board to act as an Alternate Director in his
place during his inability for any reason to act as such Director
and on such appointment being made the Alternate Director shall for
all purposes be deemed to be a Director of the Company during the
continuance of the appointment and shall have the same powers and
rights other than to remuneration and be subject in all respects to
the terms and conditions as exist with reference to other Directors
and each Alternate Director whilst so acting shall observe and
discharge all the duties of the Director for whom he is acting as
an alternate.
(b) A Director may at any time revoke the appointment of an Alternate
Director appointed by him and appoint any person in his place.
(c) Subject to the particular terms of his appointment the appointment
of an Alternate Director shall be merely suspended by the resumption
by the Director in right of whom he has been appointed of the duties
of a Director.
(d) Any appointment or removal under this Article shall be effected by
notice delivered to the office in writing under the hand of the
Director making the same.
(e) An Alternate Director shall be paid such remuneration for his
services as the Directors may determine provided the amount of such
remuneration
44.
shall not exceed the amount of Directors' fees being paid the
Director making the appointment.
(f) An Alternate Director may as such resign by notice in writing under
his hand delivered to the office.
(g) Every person acting as an Alternate Director shall be responsible to
the Company for his acts and defaults (if any) and shall not be or
be deemed to be the Agent of the Director by whom he was appointed.
(h) If a Director making an appointment under this Article shall cease
to be a Director the person appointed by him shall thereupon cease
to have any power or authority as an Alternate Director.
APPOINTMENT OF CO-DIRECTOR AS PROXY
112. A Director may with the approval of the Board by writing appoint any
co-director as his proxy and in the absence of the appointor from the
Board such proxy shall carry a vote and shall have the same rights and
powers as the appointor but shall only count as one Director for the
purposes of a quorum.
XVIII. PROCEEDINGS OF DIRECTORS
QUORUM OF DIRECTORS
113. The quorum necessary for the transaction of the business of the Directors
shall be two (2).
DECISION OF QUESTIONS
114. Questions arising at any Meeting of the Directors shall be decided by a
majority of votes each Director present having one (1) vote.
45.
CHAIRMAN TO HAVE THE CASTING VOTE
115. The Chairman in the case of an equality of votes shall have a second or
casting vote.
CHAIRMAN
116. The Directors may meet together for the despatch of business adjourn and
otherwise regulate their Meetings as they think fit and determine the
quorum necessary for any Committee for the transaction of business. A
Director may at any time and the Secretary upon the request of a Director
shall summon a Meeting of the Directors.
CHAIRMAN
117. The Directors may elect a Chairman of their Meetings and determine the
period for which he is to hold office but if no Chairman is elected or if
at any Meeting the Chairman is not present at the time appointed the
Directors present shall choose one (l) of their number to be Chairman of
such Meeting.
POWERS OF MEETING
118. A Meeting of the Directors for the time being at which a quorum is present
shall be competent to exercise all or any of the authorities powers and
discretions by or under the Articles of Association of the Company for the
time being vested in or exercisable by the Board,
RESOLUTION IN WRITING
119. A Resolution in writing signed by all the Directors for the time being
shall have the same force and effect as a Resolution passed at a Meeting
of Directors duly called and constituted notwithstanding that such
Resolution shall not have been passed at a Meeting of Directors.
DEFECT IN APPOINTMENT
120. All acts done at any Meeting of the Directors or by a Committee of
Directors or by any person acting as a Director shall not withstanding
that it shall afterwards be discovered that there was some defect in the
appointment of such Directors or person acting as aforesaid or that they
or any of them
46.
were disqualified be as valid as if every such person had been duly
appointed and was qualified to be a Director.
XIX. DIRECTOR
DELEGATION OF POWERS
121. The Directors may by Resolution, Power of Attorney or writing delegate any
of their powers to committees consisting of such of the Directors as they
think fit to act either in Australia or elsewhere throughout the world.
Any committee so formed shall in exercise of the powers delegated conform
to any regulations which may from time to time be imposed on it by the
Directors.
EXECUTIVE COMMITTEE
122. (a) Without limiting the powers conferred by the preceding Article
there may be created an Executive Committee which shall consist of
such of the Directors as may be designated from time to time by the
Board.
(b) The Executive Committee shall possess and may exercise and perform
each and all of the powers and duties as the Board entrusts to it
including the power to cause the Seal of the Company to be affixed
to any instrument which may be required to be executed to give
effect to the powers and duties conferred by the Board.
(c) The Executive Committee shall conform to such rules and regulations
for the calling and holding of its Meetings as the Board shall
determine.
(d) The quorum necessary for a Meeting of the Executive Committee shall
be such quorum as the Board shall determine.
47.
(e) Questions arising at any Meeting of the Executive Committee shall be
decided in the manner determined by the Board.
REPORTS AND RESOLUTIONS OF COMMITTEES
123. All committees including the Executive Committee shall cause the Directors
to be informed of the Resolutions and recommendations of the Committee.
XX. MINUTES OF MEETINGS OF MEMBERS
DIRECTORS AND COMMITTEES
DUTIES OF DIRECTORS AS TO KEEPING OF MINUTES
124. The Directors shall cause Minutes to be duly entered in the books provided
for the purpose of all appointments of officers made by the Directors of
the names of the Directors present at each Meeting and all Resolutions and
proceedings at General Meetings and at Meetings of Directors and
Committees. All such Minutes shall be signed by the Chairman of the
Meeting at which such proceedings were had or by the Chairman of the next
succeeding Meeting.
MINUTES TO BE EVIDENCE
125. Any such Minutes of any Meeting of the Directors or of any committee or of
the Company if purporting to be signed by the Chairman of such Meeting or
of the next succeeding Meeting shall be receivable as prima facie evidence
of the matters stated in such Minutes. The provisions of the Act as to the
inspection and copies of Minutes of General Meetings shall be observed.
XXI. POWERS OF DIRECTORS
GENERAL POWERS OF COMPANY VESTED IN DIRECTORS
126. The business of the Company shall be managed by the Directors who may
exercise all such powers of the Company and do on behalf of the Company
all such acts as may be exercised
48.
and done by the Company and as are not by the Act or by these Articles
required to be exercised or done by the Company in General Meeting subject
nevertheless to these Articles and to the Act. The general powers given by
this Article shall not be limited or restricted by any special authority
or power given to the Directors by any other Article. The Directors may
arrange that the Company's business or any part or branch may be managed
by any other company (including any company of which the Directors or any
of them may be Directors) and that any branch of the business carried on
by the Company or any other business in which the Company may be
interested shall be carried on as or through one (1) or more subsidiary or
associated companies and they may on behalf of the Company make such
arrangements as they think advisable for taking the profits or bearing the
losses of any branch or business so carried on or for financing assisting
or subsidising any such subsidiary or associated company or guaranteeing
its contracts obligations or liabilities.
XXII. MANAGING DIRECTORS
APPOINTMENT BY DIRECTORS
127. The Directors may from time to time appoint one (1) or more of their body
to be Managing Director or Managing Directors of the Company for a fixed
term not exceeding five (5) years and may from time to time subject to the
provisions of any contract between him or them and the Company remove or
dismiss him or them from office and appoint another or others in his or
their place or places.
RETIREMENT RESIGNATION OR REMOVAL IN ABSENCE OF CONTRACT
128. Unless otherwise provided by any contract between him and the company a
Managing Director shall be subject to the same provisions as to retirement
resignation and removal as the other Directors of the Company and he shall
immediately cease to be a Managing
49.
Director if he cease to hold the office of Director from any cause.
REMUNERATION
129. The remuneration of a Managing Director for his services as such shall
from time to time be fixed by the Directors but shall not be or include a
commission on or percentage of turnover.
POWERS OF MANAGING DIRECTOR
130. The Directors may from time to time entrust to and confer upon a Managing
Director for the time being such of the powers exercisable under these
Articles by the Directors as they may think fit and may confer such powers
for such time and to be exercised for such objects and purposes and upon
such terms and conditions and with such restrictions as they think
expedient and they may confer such powers either collaterally with or to
the exclusion of and in substitution for all or any of the powers of the
Directors in that behalf and may from time to time revoke withdraw alter
or vary all or any of such powers.
XXIII. SECRETARY AND OTHER OFFICERS
SECRETARY
131. The Directors shall from time to time by Resolution and on any terms they
think proper appoint a Secretary who shall attend the Meetings of the
members and of the Directors and may be entrusted with the keeping of the
Minutes of such Meetings. The Secretary shall perform all the usual duties
incident to the office of Secretary and shall in addition perform such
duties as shall be assigned to him from time to time by the Directors. The
Directors may also appoint from time to time by Resolution and on any term
they think proper one (l) or more Assistant or Acting Secretaries any of
whom may in the absence or disability of the Secretary perform his duties.
The Assistant Secretaries if any shall perform such other duties as may be
assigned to them by the Directors or by the Secretary.
50.
OTHER OFFICERS
132. Without prejudice to the general powers conferred by these Articles it is
hereby expressly declared that the Directors shall have the power to
appoint and at their discretion remove or suspend such managers
secretaries treasurers and other officers clerks agents and servants for
permanent or special services as they may from time to time think fit to
determine their powers and duties and fix their salaries or emoluments and
to require security in such instances and in such amount as they think
fit.
XXIV. LOCAL MANAGEMENT
MANAGEMENT IN SPECIFIED LOCALITY
133. The Directors may from time to time provide for the management and
transaction of the affairs of the Company in any specified locality
whether in Australia or abroad in such manner as they think fit and the
provisions contained in the three (3) next following Articles shall be
without prejudice to the general powers conferred by this Article.
ESTABLISHMENT OF BOARDS AND APPOINTMENTS OF MANAGER ETC.
134. The Directors from time to time and at any time may establish any local
boards or agencies for managing any of the affairs of the Company in any
such specified locality and may appont any persons to be members of such
local board or any managers or agents and may fix their remuneration and
the Directors from time to time and at any time may delegate to any person
so appointed any of the powers authorities and discretions for the time
being vested in the Directors other than the power of making calls and may
authorise the members for the time being of any such local board or any of
them to fill up any vacancies therein and to act notwithstanding vacancies
and any such appointment or delegation may be made on such terms and
subject to such conditions as the Directors may think fit and the
Directors may at any time remove any person so appointed and may annul or
vary any such delegation.
51.
POWERS OF ATTORNEY
135. The Directors may at any time and from time to time by Power of Attorney
under the Seal appoint any person or persons to be the Attorney or
Attorneys of the Company for such purposes and with such powers
authorities and discretions (not exceeding those vested in or exercisable
by the Directors under these Articles) and for such period and subject to
such conditions as the Directors may from time to time think fit and any
such appointment may (if the Directors think fit) be made in favour of the
members or any of the members of any local board or in favour of any
company or of the members directors nominees or managers of any company or
firm or in favour of any 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 or persons
dealing with such Attorney or Attorneys as the Directors may think fit.
SUBDELEGATION
136. Any such delegates or attorneys as aforesaid may be authorised by the
Directors to subdelegate all or any of the powers authorities and
discretions for the time being vested in them.
XXV. BRANCH REGISTERS
BRANCH REGISTERS
137. (a) The Directors may from time to time establish and cause to be kept
in any place outside the State or Territory of Incorporation a
Branch Register of Members and an Official Seal and may discontinue
any such Register and transfer the entries therein to some other
Register. The Directors may empower any person or persons to keep
the Branch Register and to approve of or reject transfers in that
Register and every such person or persons may in respect of
transfers or other entries
52.
in such Register for which they are appointed exercise all powers of
the Directors in the same manner and to the same extent and effect
as if the Directors were actually present in such place and
exercised the same. The Directors may from time to time make such
provisions as they may think fit respecting the use of such Official
Seal.
(b) Shares registered on a Branch Register shall be distinguished from
shares registered in the Principal Register and no transaction with
respect to any shares registered in a Branch Register shall during
continuance of that Registration be registered in any other
Register.
(c) In any instrument of application for or transfer or transmission of
shares of the Company the party purporting to become entitled to
such shares as a result of the transaction may specify the Register
upon which he desires such shares when in his name to be held and on
such transaction becoming effective such specification may be given
effect to by the Company. Nothing in this present Article shall
affect the right of any shareholder to the transfer at any time
Register of the Company to any other Register of the Company for the
time being maintained by it nor to limit the right of the Company to
discontinue any Branch Register,
XXVI. THE SEAL
CUSTODY AND SAFE USE OF THE SEAL
138. The Directors shall provide for the safe custody of the Seal. The Seal
shall never be used except by the authority of a Resolution `
53.
of the Board of Directors or of a Resolution of the Executive Committee
should the power to affix the Seal be delegated by the Board of Directors
to the Executive Committee. The Seal shall in every case be affixed in the
presence of two (2) Directors who shall sign every instrument to which the
Seal is affixed and every such instrument shall be countersigned by the
Secretary or any Assistant Secretary or such other person as the Directors
may appoint for that purpose.
Duplicate Common Seal For Share Certificate
139. The Company may if the Directors see fit obtain and keep a duplicate
Common Seal which shall be a facsimile of the Common Seal of the Company
with the addition on its face of the words "Share Seal" which Seal may be
used for the purpose of authenticating share certificates of the Company.
XXVII. NEGOTIABLE INSTRUMENTS
AND CONTRACTS
Execution Of Negotiable Instruments And Contracts
140. All promissory notes cheques drafts bills of exchange and other negotiable
or transferable instruments and all receipts for money paid to the Company
and all contracts not necessitating the Seal shall be signed drawn
accepted endorsed or otherwise executed as the case may be in such manner
as the Directors shall from time to time by Resolution determine.
XXVIII. RESERVES
Establishment Of Reserves
l4l. The Directors may before recommending any dividend set aside out of the
profits of the Company (in addition to any sums utilised in excess
purchase or excess redemption of redeemable Preference Shares and so
required to be set aside for share capital redemption funds) such sums as
they think proper as a
54.
reserve which shall at the discretion of the Directors be applicable as to
the whole or in part for meeting depreciation or contingencies for the
gradual liquidation of any debt or liability of the Company for repairing
or maintaining any property of the Company for equalising dividends for
distribution by way of special dividend or bonus or for such other
purposes as the Directors may think expedient in the interests of the
Company and pending such application the Directors may employ the sums
from time to time so set aside in the business of the Company or invest
the same in such securities other than the shares of the Company as they
may select and that without being bound to keep the same separate from the
other assets. The Directors may also from time to time carry forward such
sums as may be deemed expedient in the interests of the Company. The
reserve or any profits carried forward or any part thereof may be
capitalised in any manner hereafter provided.
XXIX. DIVIDENDS
Declaration Of Dividends
l42. The Company in General Meeting may declare dividends and fix the time for
payment thereof but no dividend shall exceed the amount recommended by
the Directors* The Directors may from time to time cause the Company to
pay to the members such interim dividends as appear to the Directors to be
justified by the profits of the Company.
Dividend To Be Paid On Amount Paid On Shares
143, Subject to the rights of persons if any entitled to shares with special
rights as to dividends all dividends shall be declared and paid according
to the amounts paid up on Shares" the shares. Provided that and subject as
aforesaid where capital is paid up during a period in respect of which a
dividend is declared such capital shall entitle the holder only to an
apportioned amount of such dividend as from the date or dates of payment
up
55.
of such capital provided that 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.
Dividends Out of Profits Only Not To Carry Interest
144. No dividend shall be payable except out of the profits of the year or any
other undistributed profits of the Company but this proviso shall be
without prejudice to the right of the Directors to apply any part of any
reserves representing undistributed profits to provide make up equalise or
increase any dividend or interim dividend or to pay a bonus from time to
time. No dividend or interim dividend shall carry interest as against the
Company.
What To Be Deemed Profits
145. For the purpose of Article 144 the declaration of the Directors as to
the amount of profits shall be conclusive.
Debts Hay Be Deducted
146. The Directors may deduct from the dividends payable to any member all such
sums of money as may be due from him to the Company on account of calls or
otherwise.
Dividends In Specie
147. With the sanction of a General Meeting dividends may in the discretion of
the Directors be paid wholly or in part in specie and may be satisfied in
whole or in part by the distribution amongst the members in accordance
with their rights of fully paid shares debentures or other securities of
the Company or of any other Company or of any other property suitable for
distribution as aforesaid. The Directors shall have full liberty to make
all such valuations and adjustments and arrangements and to issue all such
certificates or documents of title as may in their opinion be necessary or
expedient with a view to facilitating the equitable distribution amongst
the members of any dividends or portion of dividends to be satisfied as
aforesaid
56.
or to giving them the benefit of their proper shares and interests in the
property and no valuation adjustment or arrangement so made shall be
questioned by any member.
Stock Dividend And Capitalisation of Reserves Etc.
148. The Directors may with the sanction of the Company in General Meeting
resolve that any moneys investments or other assets forming part of the
undivided profits of the Company standing to the credit of the reserve or
other special account or in the hands of the Company and available for
dividends and including any profit arising from the sale or revaluation of
the assets of the Company or any part thereof or by reason of any other
accretion to capital assets or representing premiums received on the issue
of shares and standing to the credit of the share premium account be
capitalised and distributed amongst members as would be entitled to
receive the same if distributed by way of dividend and in the same
proportions on the footing that they may become entitled thereto as
capital and that all or any part of such capitalised fund be applied on
behalf of such members in paying up in full any unissued shares of the
Company which shall be distributed accordingly or in or towards payment of
the uncalled liability on any issued shares and that such distribution or
payment shall be accepted by such members in full satisfaction of their
interest in the said capitalised sum provided that a share premium account
and a capital redemption reserve fund may for the purpose of this Article
only be applied in the paying up of unissued shares to be issued to
members as fully paid Bonus Shares. Where any difficulty arises in respect
of any distribution under this Article the Directors may settle the same
as they think expedient and in particular they may issue fractional
certificates fix the value for distribution of any fully paid up shares
make cash payments to any members on the footing of the value so fixed in
order to adjust rights and vest any
57.
such shares in trustees upon such trusts for the persons entitled to share
in the appropriation and distribution as may seem just and expedient to
the Directors. When deemed requisite a proper contract for the allotment
and acceptance of the shares to be so distributed shall be filed in
accordance with the provisions of the Act and the Directors may appoint
any person to sign such contract on behalf of the persons entitled to
share in the appropriation and distribution and such appointment shall be
effective.
Dividend Declared Before Registration Of Transfer
149. A transfer of shares shall not pass the right to any dividend declared
thereon before the registration of the transfer.
Dividents To Joint Holders
150. In case of two or more persons registered as joint holders of any shares
any one of such persons may give effectual receipts for any dividends or
other moneys in respect of such shares.
Payment By Post
151. Any dividend may be paid by cheque or warrant sent through the post to the
registered address of the member or person entitled thereto 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 holdings or to such person
and to such address as the holder or joint holders may direct. Every such
cheque or warrant shall be made payable to the order of the person to whom
it is sent or of such person as the holder or joint holders may direct and
payment of the cheque if purporting to be duly endorsed shall be a good
discharge to the Company. Every such cheque or warrant shall be sent at
the risk of the person entitled to the money represented thereby.
58.
XXX. REGISTERS AND RETURNS
Registers Required To Be Kept
152. The Directors shall cause to be prepared and maintained all Registers
required by the Act.
Closing Of Registers
153. Any register required to be kept by the Act may, subject to the Act, be
closed by the Directors during such periods, but not exceeding in the
aggregate thirty (30) days in any calendar year, as they may resolve.
Application Of The Act
154. These provisions are in no way to affect the obligation of the Company or
its Directors Managers and Secretaries to comply with all the provisions
of the Act.
XXXI. ACCOUNTS AND AUDIT
Accounts To Be Kept
155. (a) The Directors shall cause to be kept proper accounting and other
records in accordance with the Act and these Articles.
(b) Such records shall be kept as are necessary to give a true and fair
view of the state of affairs of the Company and the trading
operations of the Company.
(c) Such records shall be kept as to enable them to be conveniently
audited.
(d) Such records shall be retained for a period of seven (7) years at
least following the date on which the transaction covered by such
records took place.
Directors' Obligations
156. Any Director of the Company who fails to take all steps to secure
compliance by the Company with the provisions of the Act relating to
accounts or by his own wilful act has been
59.
the cause of any default by the Company under such provisions shall] be
personally liable for any penalty imposed on him under the Act.
Place Of Keeping Accounts
157. (a) The accounting and other records and where the Company conducts
business outside the slate accounting records from which balance
sheets and profit and loss accounts can be prepared will be kept at
the office of the Company or such other place as the Directors think
fit.
(b) If the Company keeps accounting and other records at a place outside
the State or Territory of incorporation there shall be sent and kept
at a place in the State or Territory of incorporation and be at all
times open to inspection by the Directors such statements and
returns with respect to the business dealt with in the records so
kept as will enable the preparation of true and fair profit and loss
accounts and balance sheets and any documents required to be
attached thereto.
Inspection by Shareholders
158. The Directors shall from time to time (subject to the provisions of the
Act) determine whether and to what extent and at what times and places and
under what conditions or regulations the accounting and other records of
the Company or any of them shall be open to the inspection of the members
and no member not being a Director shall have any right of inspecting any
accounting or other records of the Company except as conferred by Statute
or authorised by the Directors or by a Resolution of the Company in
General Meeting.
Directors' Remuneration
159. The published accounts of the Company shall disclose the total
remuneration (inclusive of fees percentages bonuses and commissions
60.
or other emoluments) paid to or receivable by all the Directors from the
Company or from its subsidiaries (if any) put the remuneration of
Directors who are engaged in the full time employment of the Company or
any subsidiary or holding company of the Company or of any two (2) or more
of them need not be included in this amount.
Appointment And Duties Of Auditor
160. (a) The Company at each Annual General Meeting shall appoint an
Auditor to hold office until the next Annual General Meeting and fix
his remuneration,
(b) The Company shall not appoint an Auditor unless such Auditor has
prior to such appointment, consented in writing to act as Auditor
and in the event that a Firm be appointed as Auditors, unless its
consent in writing under the hand of at least one (1) Partner to act
as such Auditor has been obtained.
Filling Casual Vacancies Of Auditor
161. Subject to the Act the Directors may fill any casual vacancy in the office
of Auditor but while any such vacancy continues the surviving or
continuing Auditor, if any, may continue to act.
Disqualifications For Appointment As Auditor
162. None of the following persons shall be qualified for appointment or to act
as an Auditor for the Company
(i) a Director or Officer of the Company;
(ii) a person who is a Partner of or in the employment of or the employer
of a Director or Officer of the Company;
(iii) a body corporate;
(iv) a person who is or becomes indebted in
61.
an amount exceeding Five Hundred Pounds ((pound)500) (01,000) to the
Company.
Accounts To Be Conclusive
163. Every account when audited and approved by a General Meeting shall be
conclusive except as regards any error discovered therein within three (3)
months next after the approval thereof. Whenever any error is discovered
within that period the account shall forthwith be corrected and
thenceforth be conclusive.
XXXII. NOTICES
How Notices To Be Served on Members
164. A notice or other document may be served by the Company upon any member
either personally or by sending it through the post in a prepaid envelope
or wrapper addressed to such member at his registered place of address
being a place in Australia in the Register.
Service Of Notice On Members Outside The Commonwealth
165. Each member whose registered place of address is not in the Commonwealth
of Australia or being in Australia is not served by regular ordinary mail
services shall from time to time notify in writing to (the Company an
address within Australia which shall be deemed his registered place of
address within the meaning of the last preceding Article.
Notice Where No Address
166. If a member has no registered address and has not supplied to the Company
an address for the giving of notice to him notice shall be deemed to be
duly given by exhibiting the notice at the office for three (3)
consecutive days following the date of the notice.
Notices To Persons Entitled Shares
167. Every person who by operation of law transfer or other means whatsoever
shall become entitled to any shares shall be bound by any and every notice
which previous to his name and address being entered on the Register in
respect of such shares shall have been duly
62.
given to the person from whom he derives his title to such shares.
Notice To Joint Holders Of Shares
168, A notice may be given by the Company to joint holders of a share by giving
the notice to the joint holder named first in the Register in respect of
the share.
When Notice Deemed to Be Served
169. Any notice or other document if sent by post shall be deemed to have been
served on the day following the day on which the envelope or wrapper
containing the notice or other document was properly addressed and
stamped and put in the post. A Certificate in writing signed by any
Manager, Secretary or other officer of the Company that the letter,
envelope or wrapper containing the notice was so addressed stamped and put
in the post shall be prima facie evidence thereof.
How Notice To Be Signed
170. The signature of any notice to be given by the Company may be written
printed typed or otherwise mechanically reproduced.
How Time To Be Counted
171. Subject to the Act where a given number of days' notice or notice
extending over any other period is required to be given the day of service
and the day on which the notice is to be operative shall be excluded in
computing such number of days or other period.
Notice By Advertisement
172. Any notice required to be given by the Company to the members or any of
them and to the Auditor and not expressly provided for by these Articles
shall be sufficiently given if given by advertisement. Any notice required
to be or which may be given by advertisement shall be advertised once in
one (1) newspaper circulating in the Capital City of the State or
Territory of incorporation and shall be taken as given on the day on which
such advertisement appears.
63.
NOTICE BY POST
173. Any notice or document sent by post to or left at the registered address
of any member in pursuance of these presents shall notwithstanding such
member be then deceased, bankrupt or of unsound mind and whether or not
the Company had notice thereof be deemed to have been duly served in
respect of any shares whether held solely or jointly with other persons by
such member until some other person be registered in his stead as the
holder or joint holder thereof and such service shall for all purposes of
these presents be deemed a sufficient service of such notice or document
on his heirs, executors or administrators, receiver, trustee, committee or
person entitled to administer his property or affairs and upon all such
persons, if any, jointly interested with him in any such share.
XXXIII. INDEMNITY
INDEMNITY TO DIRECTOR AND OTHER OFFICERS
174. Every Auditor, Director, Managing Director, Agent, Secretary and other
officer for the time being of the Company shall be indemnified out of the
assets of the Company against any liability incurred by him as such
in defending any proceedings whether civil or criminal in which Judgment
is given in his favour or in which he is acquitted or in connection with
any application in relation thereto in which relief is under this Act
granted to him by the Court in respect of any negligence, default, breach
of duty or breach of trust.
XXXIV. WINDING UP
WINDING UP
175. 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
64.
or which ought to have been paid up at the commencement of the winding up
on the shares held by them respectively and if in 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 amongst 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 shares held by them respectively.
This clause is to be without prejudice to the rights of the holders of
shares issued upon special terms and conditions.
(a) If the Company shall be wound up whether voluntarily or otherwise
the liquidators may with the sanction of a Special Resolution divide
among the contributories 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 trustees upon such trusts for the benefit
of the contributories or any of them as the liquidators 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 said
shares may within ten (10) days after the passing of the Resolution
by notice in writing direct the liquidators to sell his proportion
and pay him the net proceeds and the liquidators shall if
practicable act accordingly
XXXV. GENERAL
176. Whenever in accordance with these Articles the consent concurrence
resolution appointment or other authority or communication of
65.
any kind of or from the holders of any specified proportion or majority of
the share capital of the Company or of any specified class or of any part
or parts or of or from the Directors or any of them or of any other person
is necessary or can be given or made in writing in regard to any matter
act or thing referred to in these Articles of any such consent concurrence
resolution appointment or other authority or communication may consist of
one or more documents (including a cable or other similar means of
communication) and if signed or sent or purporting to be signed or sent by
or on behalf of any of such holders or Directors or of any other person as
aforesaid shall be accepted and acted on accordingly.
66.
I, Neil Halley McIntyre, being the Chairman of the Extraordinary General Meeting
of J.I. Case (Australia) Pty. Limited held on the Fifteenth day of November,
1965 hereby certify that this and the preceding 66 pages constitute a true copy
of the Articles of Association of the said company adopted by Special Resolution
passed at the said meeting.
NEIL HALLEY McINTYRE
67.