Exhibit 3.32
COMPANIES ACT 1961
------------------
COMPANY LIMITED BY SHARES
-------------------------
MEMORANDUM AND ARTICLES OF ASSOCIATION
--------------------------------------
ALCATEL DATAKEY PTY. LIMITED
----------------------------
NATIONAL COMPANIES AND SECURITIES COMMISSION
COMPANIES (VICTORIA) CODE
SUB-SECTION 72 (9)
Registered no. : C0074712X
CERTIFICATE OF INCORPORATION
ON CHANGE OF NAME OF COMPANY
----------------------------
THIS IS TO CERTIFY THAT
RONEO ALCATEL PTY. LTD. ORIGINALLY CALLED RONEO VICKERS (VICTORIA) PROPRIETARY
LIMITED
WHICH WAS ON THE 17TH OCTOBER 1968 INCORPORATED UNDER THE
COMPANIES ACT 1961 AS A PROPRIETARY COMPANY,
ON THE 2ND FEBRUARY 1988 CHANGED ITS NAME TO
ALCATEL DATAKEY PTY. LTD.
AND THAT THE COMPANY IS A PROPRIETARY COMPANY, AND IS A COMPANY LIMITED BY
SHARES.
Given under the seal
of the National Companies and Securities Commission
a t MELBOURNE on this 2/nd/ DAY OF FEBRUARY 1988.
[signature illegible]
- ---------------------------
A person authorized by the Commissioner for Corporate Affairs for the State of
Victoria. Delegate of the National Companies and Securities Commission.
No. of Company
74712
VICTORIA
--------
COMPANIES ACT 1961
----------
No. 6839, Section 16(3)
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CERTIFICATE OF INCORPORATION OF PROPRIETARY
COMPANY
This is to Certify that:
RONEO VICKERS (VICTORIA) PROPRIETARY LIMITED is, on and
from the 17/th/ day of OCTOBER 1968 incorporated under the
Companies Act 1961, that the company is a company limited by
shares and that the company is a proprietary company.
Given under my hand and seal at Melbourne this 17/TH/ day of OCTOBER
1968
J. Dwyer (Seal)
-------------------------------------
Assistant Registrar of Companies
COMPANIES ACT 1961
------------------
A COMPANY LIMITED BY SHARES
---------------------------
MEMORANDUM OF ASSOCIATION
of
ALCATEL DATAKEY PTY. LIMITED
1. The name of the Company is ALCATAL DATAKEY PTY. LIMITED.
2. The objects for which the Company is established are:
(a) To carry on the business of manufacturers and wholesale and retail
merchants and distributors of and dealers in office machinery, plant,
fittings, equipment, furniture, stationery and requisites of every kind
whatsoever.
(b) To carry on the business of agents for and manufacturers, printers,
importers, exporters, vendors, purchasers and hirers of and dealers (both
wholesale and retail) in office, factory and shop machinery plant,
fittings, equipment, furniture and accessories of every description
whatsoever and all parts and equipment of and accessories to and sundries
connected with all products in which the Company may trade from time to
time.
(c) To carry on business as general merchants and commission and general
agents and brokers.
(d) To amalgamate any business carried on hereunder with any other
business; and to do all acts, matters and things in any way incidental or
auxiliary to the carrying out of any of the objects or purposes herein
referred to.
(e) To carry out and perform as separate and independent objects all or
any of the powers set forth in the Third Schedule to the Companies Act
1961. AND IT is hereby declared that the intention is that the Company
shall have power to do any of the matters herein mentioned (whether in one
or more paragraphs) apart from or in addition to any other of the said
matters and none of the general or other descriptions given in this Clause
shall be limited or restrained by reference to the name of the Company or
by reference to matters of the same or some similar kind to those elsewhere
in this Clause mentioned or referred to or be
2
otherwise limited or restrained by any other part of this Clause not
containing an express limitation or restraint nor by any inference to be
drawn from such other part and so that the objects specified in this
Memorandum may be carried out and acted upon in as full and ample a manner
and construed in as wide a manner as if each of the paragraphs hereof
defined the objects of a separate and independent company. And Further the
word "company" in this Memorandum when not applied to this Company shall be
deemed to include any partnership or other body of persons whether
incorporated or not incorporated and whether domiciled in Victoria or
elsewhere and whether now existing or hereafter to be formed.
3. Whilst the Company continues to be a proprietary company the following
provisions shall apply thereto:
(a) the right to transfer shares in the Company shall be subject to the
restriction that no transfer shall be registered without the consent of the
Directors except as provided by the Articles for the time being.
(b) the number of members is limited to not more than fifty counting joint
holders of shares as one person and not counting any person in the
employment of the Company or of its subsidiary or any person who while in
the employment of the Company or of its subsidiary was and thereafter has
continued to be a member of the Company.
(c) any invitation to the public to subscribe for any shares in or
debentures of the Company is prohibited.
(d) any invitation to the public to deposit money with the Company for
fixed periods or payable at call, whether bearing or not bearing interest,
is prohibited.
3
Dated the 9/th/ day of October 1968
No. of Shares which
Signature of Subscriber he agrees to take
- ----------------------- -------------------------
John D. Nori Two
M. H. Winneke One
Witness to signatures: M. A. Courtenay,
- --------------------- 51 Marne Street,
South Yarra
Law Clerk.
4
COMPANIES ACT 1961
------------------
A COMPANY LIMITED BY SHARES
---------------------------
ARTICLES OF ASSOCIATION
-----------------------
of
ALCATEL DATAKEY PTY. LIMITED
----------------------------
PRELIMINARY
-----------
1. The regulations contained in Table "A" in the Fourth Schedule to the
Companies Act shall not apply to this Company.
INTERPRETATION
--------------
2. In these presents unless there be something in the subject or context
inconsistent therewith:
Words importing the singular number only shall include the plural number
and words importing the plural number only shall include the singular
number.
Words importing the masculine gender only shall include the feminine
gender.
Words importing persons shall include companies and corporations and vice
versa.
"The Company" and "this Company" shall mean the abovementioned Company.
"Articles" shall mean these Articles of Association and all supplementary
substituted or amending Articles for the time being in force. "The
Register" shall mean the Register of Members to be kept pursuant to
Section 151(1) of the Companies Act.
"Office" shall mean the registered office for the time being of the Company
"Month" shall mean calendar month.
"Directors" or "the Board" shall mean the Directors for the time being of
the Company or such number of them as has authority to act for the
Company.
"Director" includes any person acting as a Director by whatever name called
and "Managing Director" includes any acting Managing Director.
"Seal" shall mean the Common Seal of the Company.
"Call" includes installments of a call.
"Writing" and "written" shall include printing, lithography, typewriting
and any other mode of representing or reproducing words in a visible
form.
"Dividend" shall include interim dividend and bonus.
"Paid Up" shall include credited as paid up.
"Companies Act" means the Companies Act 1961 or any statutory modification
amendment or re-enactment thereof for the time being in force and any
reference to any provisions thereof is to that provision as so
modified, amended or re-enacted.
"Capital" means the capital for the time being raised or authorised to be
raised for the purposes of the Company.
"Letter" shall include circular or postcard.
"Manager" includes the Assistant or Acting Manager or any substitute for
the time being for the Manager.
"Secretary" means any person appointed to perform the duties of a Secretary
of the Company.
3. The nominal capital of the Company is Two Million One Hundred and
Ninety-seven Thousand Two Hundred and Eighteen Dollars ($2,197,218) divided into
Two million One Hundred and Ninety-seven Thousand Two Hundred and Eighteen
(2,197,218) shares of One Dollar ($1.00) each.
4. Save as permitted by the Companies Act no part of the funds of the Company
or of any subsidiary company thereof shall directly or indirectly be employed in
the purchase of or in loans upon the security of the shares of the Company. The
Directors
2
may however in their discretion accept a surrender of shares by way of
compromise of any question as to whether or not the same have been validly
issued or in any other case where a surrender is within the powers of the
Company. Any shares so surrendered may be sold or re-issued in the same manner
as forfeited shares.
5. Subject to the provisions in that behalf of the Memorandum of Association
and without prejudice to any special rights previously conferred on the holders
of any shares or class of shares any shares in the Company 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 from time to time determine with full Power for the Directors to issue such
shares either at par or at a premium and to give any person the call of or
option over any shares either at par or at a premium and for such period or
periods and for such consideration as the Directors may think fit.
6. It shall be lawful for the Company to pay a commission to any person in
consideration of his subscribing or agreeing to subscribe whether absolutely or
conditionally for any shares stock or debentures of the Company or procuring or
agreeing to procure subscriptions whether absolute or conditional for any shares
stock or debentures of the Company but so that the statutory conditions and
requirements shall be observed and complied with and the amount or rate of
commission shall not exceed ten per centum of the price at which the shares or
stock are issued or debentures subscribed. Such commissions may be paid in cash
or in shares debentures or debenture stock of the Company or partly by one and
partly by another or others of such methods.
7. Save as by the Companies Act or other statute required or herein otherwise
provided the Company shall be entitled to treat the registered holder of any
share as the absolute owner thereof and accordingly shall not unless so ordered
by a Court of competent jurisdiction be bound to recognize any trust equitable
contingent future or partial interest in any share or any interest in any
fractional part of a share on the part of any other person or any other right in
respect of any share except an absolute right to the entirety thereof in the
registered holder whether or not it shall have actual or other notice thereof
and any such notice if given shall be absolutely inoperative as against the
Company for any purpose.
3
8. Where two or more persons are registered as the holders of any share they
shall be deemed to hold the same as joint tenants with benefit of survivorship
subject to the provisions following.
9. The Joint holders of a share shall be severally as well as jointly liable
in respect of all payments which ought to be made in respect delivery to them
all.
15. The charge for stamp duty on Certificates shall be borne by the Company and
not passed on to shareholders but if any Certificate be worn out or defaced then
upon production and delivery thereof to the Board it may order the same to be
cancelled and may issue at a cost not exceeding ten cents a new certificate in
lieu thereof, and if any Certificate be lost or destroyed then upon proof
thereof to the satisfaction of the Board (in accordance with the provisions of
the Companies Act) and if it in its discretion thinks fit on such indemnity as
it deems adequate being given a new Certificate in lieu thereof shall at a cost
of not more than ten cents be issued to the party entitled to such lost or
destroyed Certificate.
CALLS
-----
16. The Company may 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 the
time of payment of such calls.
17. The Directors subject to the terms upon which any shares may have been
issued may from time to time make such calls as they shall think fit upon the
members in respect of all moneys unpaid on the shares held by them respectively
provided that fourteen days' notice at least specifying the time and place for
payment is given of such call. Each member shall pay the amount of the call or
calls so made to the persons and at the times and places appointed by the
Directors.
18. A call shall be deemed to have been made at the time when the resolution of
the Directors authorizing such call was passed and may be made payable by
instalments.
19. If the sum payable in respect of any call or instalment be not paid before
or on the day appointed for payment thereof the holder for the time being of
such share shall pay interest on the same at the rate of eight per centum per
annum or such lesser rate of interest (if any) as the Directors shall prescribe
from the day appointed for the payment
4
thereof to the time of the actual payment. The Directors may where they think
fit remit altogether or in part any sum becoming payable for interest under this
Article.
20. If by the terms of issue of any share or otherwise any sum is made payable
in respect of any shares by instalments every instalment shall be payable as if
it were a call duly made by the Directors and of which due notice had been given
and all provisions hereof with respect to payment of calls and of interest or to
forfeiture of shares for non-payment of calls shall apply to such instalments
and to the shares in respect of which they are payable.
21. On the trial or hearing of any action for the recovery of any debt due for
any call or instalment thereof or for any sum due on any share 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 in the case of a call or instalment thereof the resolution making
the call is duly recorded in the minute book and that notice of such call
instalment or debt was duly given to the member sued in pursuance of these
presents and it shall not be necessary to prove the appointment of the Directors
who made such call nor any other matters whatsoever but the proof of the matters
aforesaid shall be conclusive evidence of the debt.
22. The Directors may if they think fit receive from any member willing to
advance the same all or any part of the moneys uncalled and unpaid upon any
shares held by him and upon all or any of the moneys so advanced or upon so much
thereof as from time to time exceeds the amount of the calls then made and
payable upon the shares in respect of which such advance has been made the
Company may pay interest at such rate as may be agreed upon between the member
paying such sum in advance and the Directors. No dividend shall be payable upon
any moneys so advanced upon which interest has been paid or agreed to be paid.
FORFEITURE AND LIEN
-------------------
23. If any member fails to pay the whole or any part of any call or instalment
on or before the day appointed for the payment of same the Directors may at any
time thereafter during such time as such call or instalment or part thereof
remains unpaid serve a notice on such member requiring him to pay the same
together with any interest that
5
may have accrued and all expenses that may have been incurred by the Company by
reason of such non-payment.
24. The notice shall name a day (not being less than fourteen days from the
date of the notice) on and a place at which such call or instalment or such part
thereof as aforesaid and such interest and expenses as aforesaid 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 installment made payable will be liable to be forfeited.
25. If the requirements of any such notice as aforesaid are not complied with
any share in respect of which such notice has been given may at any time
thereafter before payment of all calls or installments interest and expenses due
in respect thereof be forfeited by a resolution of the Directors to that effect.
Such forfeiture shall include all dividends declared in respect of the forfeited
shares and all interest and other moneys payable in respect thereof and not
actually paid before the forfeiture.
26. When any share shall have been forfeited notice of the forfeiture shall be
given to the member in whose name it stood immediately prior to the forfeiture
and an entry of the forfeiture with the date thereof shall forthwith be made in
the register of members.
27. A person whose shares have been forfeited shall cease to be a member in
respect of such forfeited shares but shall notwithstanding be liable to pay and
shall forthwith pay to the Company all calls instalments interest and expenses
owing upon or in respect of such shares at the time of the forfeiture together
with interest thereon from the time of forfeiture until payment at the rate of
eight per centum per annum and the Directors may enforce the payment of such
moneys or any part thereof if they think fit but shall not be under any
obligation so to do.
28. The provisions of these articles as to forfeiture shall apply in the case
of non-payment of any sum which by the terms of issue of a share becomes payable
at a fixed time whether on account of the amount of the share or by way of
premium as if the same, had been payable by virtue of a call duly made and
notified.
29. Any share so forfeited shall be deemed to be the absolute property of the
Company and the Directors may sell re-allot or otherwise dispose of the same in
any manner they think fit and in case of re-allotment with or without any money
paid thereon
6
by any former holder thereof being credited as paid up by the Directors may at
any time before any share so forfeited shall have been sold re-allotted or
otherwise disposed of annul the forfeiture upon such conditions as they may
think fit. In the event of any share so forfeited being sold re-allotted or
otherwise disposed of within twelve months of the date of forfeiture thereof any
residue of moneys remaining after satisfaction of the unpaid calls instalments
accrued interest and expenses shall be paid to the person whose shares shall
have-been so forfeited his executors administrators or assigns.
30. The Company shall have a first and paramount lien or charge upon the shares
other than fully paid up shares registered in the name of each member (whether
solely or jointly with others) for all calls or instalments of calls interest
and expenses in connection with such shares owing by any such member in respect
of such shares whether the period for the payment thereof shall have actually
arrived or not. Any such lien or charge shall extend to all dividends and
bonuses from time to time declared in respect of such shares PROVIDED HOWEVER
that such lien shall be restricted to the specific shares in respect of which
such calls or instalments of calls interest and expenses shall be owing PROVIDED
ALWAYS that if the Company shall register any transfer of any shares upon which
it has a lien as aforesaid without giving to the transferee notice of its claim
the said shares shall be freed and discharged from the lien of the Company.
31. For the purpose of enforcing such lien or charge the Directors may sell all
or any of the shares subject thereto in such manner as they shall think fit but
no sale shall be made until notice in writing of the intention to sell shall
have been served on the member in default or his executors or administrators and
default shall have been made by him or them in payment of such allotment moneys
calls or instalments for fourteen days after such notice.
32. Notwithstanding anything to the contrary in these Articles contained the
Company shall have a first and paramount lien on all moneys payable in respect
of the shares stock or other interests of any deceased member or shareholder
whether such shares stock or interests are held jointly or severally and on the
interest dividends or other moneys payable on account thereof for any moneys
paid or for any liabilities whatsoever incurred by the Company under the laws of
any country possession or place in respect of the shares stock or interests of
such deceased member or shareholder PROVIDED
7
HOWEVER that such lien shall be restricted to moneys payable on or in respect of
the specific shares stock or other interests in respect of which such moneys
shall have been paid or such liabilities shall have been incurred. The Company
may enforce such lien by a sale or forfeiture of all or any of the shares stock
or interests to which the same may attach PROVIDED ALWAYS that such powers of
sale or forfeiture shall not be exercised by the Company except after notice in
writing shall have been given to the personal representative of the deceased
member or shareholder and default has been made sufficient proof of which notice
and default shall be the statutory declaration of any Director secretary or
other official of the Company. Until such moneys or liabilities have been paid
or satisfied the Company may refuse to record transmission or register transfers
of such shares stock or other interests. Any moneys paid by the Company as
aforesaid may also be recovered by action from such personal representative as a
debt due by the deceased member or shareholder or his estate to the Company. The
Company shall be entitled to charge and recover interest at eight per centum per
annum on any moneys paid by the Company from the date when such moneys were so
paid.
33. In the case of a sale or a re-allotment of forfeited shares or of the sale
of shares to enforce a lien or charge an entry in the Minute Book of the Company
that the shares have been duly forfeited re-allotted or sold in accordance with
the regulations of the Company shall be sufficient evidence of that fact as
against all persons entitled to such shares immediately before the forfeiture
re-allotment or sale thereof and such entry and the receipt of the Company for
the price of such shares shall constitute a good title to the same and a
Certificate of proprietorship shall be delivered to the purchaser or allottee
thereof and he shall be registered as the holder of such shares and thereupon he
shall be deemed the holder thereof discharged from all calls or other moneys due
in respect thereof prior to such purchase or allotment and he shall not be bound
to see to the regularity of the proceedings or to the application of the
purchase money or consideration nor shall his title to the shares be affected by
any act, omission or irregularity in the proceedings in reference to the sale
forfeiture or re-allotment. The holder of the Certificate of any shares so sold
re-allotted or otherwise disposed of shall be bound to deliver the same to the
Board. The net proceeds of any such transaction shall be applied first in the
payment of all costs of such sale and next in satisfaction of the moneys due to
8
the Company and the residue (if any) shall be paid to the said holder or as he
shall direct or to his estate.
TRANSFER AND TRANSMISSION OF SHARES
-----------------------------------
34. No transfer shall be registered unless a proper instrument of transfer has
been duly delivered to the Company. The instrument of transfer of any shares in
the Company shall be signed both by the transferor and transferee and the
transferor shall be deemed to remain the holder of such share until the name of
the transferee is entered in the register in respect thereof.
35. The instrument of transfer of any share shall be in writing in the usual
common form or in such other form as the Directors may from time to time
prescribe. No fee shall be charged by the Company for the registration of a
transfer or transmission of a share.
36. Subject to the provisions of the Companies Act the transfer books and
register of members may be closed during such time as the Directors think fit
not exceeding in the whole thirty days in each year.
37. The Directors may decline to register any transfer of shares in respect of
which the Company has a lien and in the case of shares not fully paid up may
also decline to register a transfer to a transferee who is in their opinion an
undesirable person to admit as a member of the Company and shall not be bound
to assign any ground or reason for so declining.
38. Every instrument of transfer shall be left at the office for registration
duly stamped and executed accompanied by the certificate of the shares to be
transferred and such other evidence as the Directors may require to prove the
title of the transferor or his right to transfer the shares and the right of the
transferee to be registered as the owner of such shares. All instruments of
transfer which shall be registered shall be retained by the Company but any
instrument of transfer which the Directors may decline to register shall on
demand be returned to the person depositing the same (except in the case of
fraud).
39. In the case of the death of any joint holder of any shares the survivor or
survivors shall be the only person or persons recognised by the Company as
having any title to or interest in such shares.
40. Any person becoming entitled to shares in consequence of the death or
bankruptcy of any member or otherwise by operation of law upon producing such
9
evidence as the Directors may require that he sustains the character in respect
of which he proposes to act under this Article or of his title as the Directors
think sufficient may by notice in writing signed by him elect to be registered
himself as the holder of such shares or may transfer such shares. All the
limitations restrictions and provisions of these Articles relating to the right
to transfer and the registration of transfers of shares shall be applicable to
any such notice or transfer as if the death bankruptcy or other event entitling
such person to the shares had not occurred and as if such notice or transfer
were a transfer signed by the said member. This Article is hereinafter referred
to as the "Transmission Article".
INCREASE AND REDUCTION OF CAPITAL
---------------------------------
41. The Company in General Meeting may at any time and from time to time
increase the capital of the Company by the creation of new shares of such amount
as they think expedient notwithstanding that all the shares in the capital of
the Company for the time being shall not have been issued.
42. Except so far as otherwise provided by the conditions of issue or by these
Articles any capital raised by the issue of new shares shall be considered part
of the original capital and shall be subject to the provisions herein contained
with reference to the payments of calls and instalments transfer and
transmission forfeiture lien surrender and otherwise.
43. Subject to Article 47 the Company may from time to time by special
resolution reduce its capital in any manner allowed by law.
44. Any new shares from time to time to be created may from time to time be
issued with any such guarantee or any such rights of preference whether in
respect of dividend or of repayment of capital or both or any such other special
privilege or advantage over any shares previously issued or then about to be
issued or at such premium or with such deferred right as compared with any
shares previously issued or then about to be issued or subject to any such
conditions or provisions as to voting or otherwise and generally on such terms
as the Board may from time to time determine.
45. The Company in general meeting may before the issue of any new shares
determine that the same or any of them shall be offered in the first instance
and either at par or at a premium to all the then holders of any class of shares
in proportion to the
10
amount of capital held by them or make any other provisions as to the issue and
allotments of the new shares but in default of any such determination or so far
as the same shall not extend the new shares may be dealt with as if they formed
part of the shares in the original ordinary capital. In every case where new
shares are offered to existing shareholders fractional rights shall be dealt
with in such manner as the Directors may determine.
46. The Company may by ordinary resolution subject to Article 47:
(1) Consolidate and divide its share capital into shares of larger amount than
its existing shares.
(2) By subdivision of its existing shares or any of them divide the whole or
any part of its share capital into shares of smaller amount than is fixed
by the Memorandum of Association subject nevertheless to the provisions of
the Companies Act.
(3) Cancel any shares which at the date of the passing of the resolution have
not been taken or agreed to be taken by any person or which have been
forfeited.
MODIFICATION OF RIGHTS
----------------------
47. So long as the capital is divided into different classes of shares none of
the rights and privileges attached to any class may be modified abrogated
altered or varied in any way and no repayment of capital in respect of
Preference shares shall be made unless such repayment of capital or alteration
modification abrogation or variation of rights is agreed to by a resolution of
the holders of at least three fourths of the issued shares of the class present
in person or by proxy at a Special Meeting of such holders called for the
purpose and the provisions hereinafter contained as to general meetings shall
mutatis mutandis apply to every such meeting. PROVIDED HOWEVER that in the event
of the necessary majority not having been obtained in the manner aforesaid
consent in writing may be secured from members holding at least three fourths of
the issued shares of the class and such consent if obtained within two months
from the date of the said special meeting shall have the validity of a
resolution carried by vote in person or by proxy at a special meeting as
aforesaid.
11
INTEREST OUT OF CAPITAL
-----------------------
48. The Company may exercise the powers conferred by Section 69 of the
Companies Act subject to compliance with the terms thereof.
GENERAL MEETINGS
----------------
49. Annual General Meetings shall be held in accordance with Section 136 of the
Companies Act at such times and at such places as the Directors may determine.
All other meetings of the Company shall be called Extraordinary General
Meetings.
50. The Directors may whenever they think fit and they shall when required
under the Companies Act convene an Extraordinary General Meeting of the Company.
51. Subject to the provisions of the Companies Act as to special resolutions
seven days' notice (exclusive of the day on which notice is served or deemed to
be served but inclusive of the day for which the notice is given) specifying the
place day and hour of meeting and in case of special business the general nature
of such business shall be given in manner hereinafter mentioned to the members
and the auditor or auditors of the Company or such persons as are entitled under
these Articles to receive such notices from the Company.
52. The accidental omission to give any such notice to or the non-receipt of
such notice by any member shall not invalidate any resolution passed at any such
meeting or any of the proceedings thereat.
PROCEEDINGS AT GENERAL MEETINGS
-------------------------------
53. The business of an Annual General Meeting shall be to receive and consider
the accounts balance sheets and the reports of the Directors and the Auditors to
elect Auditors and other officers in the place of those retiring to declare
dividends and to transact any other business which under these presents ought to
be transacted at an Annual General Meeting including any business which is
brought under consideration by the report of the Directors issued with the
notice convening such meeting. All other business transacted at an Annual
General Meeting and all business transacted at an Extraordinary General Meeting
shall be deemed special.
54. No business shall be transacted at any General Meeting unless the quorum
requisite shall be present at the commencement of the business. Save as herein
otherwise
12
provided two members present in person shall be a quorum. For the purposes of
this Article "member" includes a person attending as a proxy or as representing
a corporation which is a member.
55. The Chairman of Directors shall be entitled to take the chair at every
Meeting or if there be no such Chairman or if at any meeting he shall not be
present within ten minutes after the time appointed for holding such Meeting or
being present shall be unwilling to act as Chairman the Directors present may
choose a Chairman of such meetings and in default of their so doing the members
personally 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 personally present shall choose one of their number to be Chairman.
56. If within fifteen minutes from the time appointed for the meeting a quorum
is not present the Meeting if convened upon the requisition of members shall be
dissolved. In any other case it shall stand adjourned to the same day in the
next week at the same time and place and if at such adjourned meeting a quorum
is not present within fifteen minutes from the time appointed for the meeting
those members personally present shall be a quorum and may transact the business
for which the meeting was called.
57. The Chairman may with the consent of the meeting at which a quorum is
present (and shall if so directed by the meeting) adjourn the same from time to
time and from place to place 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. Whenever a Meeting is adjourned for ten days
or more notice of the adjourned meeting shall be given in the same manner as of
the original meeting. Save as aforesaid no member shall be entitled to any
notice of any adjournment or of the business to be transacted at any adjourned
meeting.
58. Every question submitted to a meeting shall be decided in the first
instance by a show of hands of those personally present and entitled to vote.
59. In the case of an equality of votes the Chairman shall both on a show of
hands and at the poll have a casting vote in addition to the vote or votes to
which he may be entitled as a member.
13
60. 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 of the
result of the show of hands) demanded:
(a) by the Chairman;
(b) by at least two members present in person or by proxy;
(c) by any member or members present in person or by proxy and representing not
less than one-tenth of the total voting rights of all the members having
the right to vote at the meeting;
(d) or by a member or members holding shares in the company conferring a right
to vote at the meeting being shares on which an aggregate 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.
Unless a poll is so demanded a declaration by the chairman that a resolution has
on a show of bands 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 or proportion of the votes recorded in favour of or
against the resolution.
61. If a poll is demanded as aforesaid it shall be taken in such manner and at
such time and place as the Chairman of the meeting directs and either at once or
after an interval or adjournment or otherwise and the result of the poll shall
be deemed to be the resolution of the meeting at which the poll was demanded.
The demand of a poll may be withdrawn.
62. No poll shall be demanded on the election of a Chairman of a Meeting and a
poll demanded on any question of adjournment shall be taken at the meeting and
without adjournment. The demand of a poll shall not prevent the continuance of a
meeting for the transaction of any business other than the question on which a
poll has been demanded.
63. A resolution signed by all the members of the Company for the time being
shall be as valid and as effectual as if it had been passed at a meeting of the
members duly called and constituted and the members may sign separate copies of
the resolution or document circulated for that purpose provided that this
article shall not apply to a
14
resolution required by the Companies Act to be passed at a general meeting of
the Company.
64. Minutes of all resolutions and proceedings at General Meetings shall be
made in a book or books provided for the purpose and any such minutes if
purporting to be signed by the Chairman of the meeting to which it relates or by
the Chairman of the next succeeding meeting shall be receivable as evidence of
the facts therein stated without further proof.
65. No objection shall be made as to the validity of any vote except at the
meeting or poll at which such vote was tendered and every vote not disallowed at
such meeting or poll and whether given personally or by proxy or attorney shall
be deemed valid. The decision of the Chairman as to the admission or rejection
of a vote shall be final and conclusive.
VOTES OF MEMBERS
----------------
66. Subject to these Articles and to any special terms as to voting upon which
any shares may have been issued on a show of hands every member present in
person or by attorney and entitled to vote shall have one vote and upon a poll
every member present in person or by proxy or attorney or by a representative
appointed pursuant to section 140(3) of the Companies Act and entitled to vote
shall have one vote for every share held by him.
67. No member not present in person or by attorney shall be entitled to vote on
a show of hands unless such member is a corporation present by a proxy or by a
representative appointed pursuant to section 140(3) of the Companies Act in
which case such proxy or representative may vote on a show of hands as if he
were a member of the Company.
68. Any person entitled under the "transmission article" to transfer any shares
may vote at any General Meeting in respect thereof in the same manner as if he
were the registered holder of such shares provided that forty-eight hours at
least before the time of holding the meeting or adjourned meeting as the case
may be at which he proposes to vote he shall satisfy the Directors of his right
to transfer such shares or the Directors shall have previously admitted his
right to vote at such meeting in respect thereof.
15
69. Where there are joint registered holders of any shares any one of such
persons may vote at any meeting either personally or by proxy or attorney in
respect of such shares as if he were solely entitled thereto and if more than
one of such joint holders be present at any meeting personally or by proxy or
attorney that one of the said persons so present whose name stands first on the
register in respect of such shares shall alone be entitled to vote in respect
thereof. Several executors or administrators of a deceased member in whose name
any shares stand shall for the purpose of this clause be deemed joint holders
thereof.
70. On a poll votes may be given personally or by proxy or attorney or in case
of a corporation by a representative duly appointed pursuant to Section 140(3)
of the Companies Act. The instrument appointing a proxy shall be in writing
under the hand of the appointor of his attorney or if such appointor is a
corporation under its common seal or the hand of its attorney.
71. The Power of Attorney (if any) or the instrument appointing a proxy and the
power of attorney or other authority (if any) under which it is signed (or a
notarially certified copy thereof) shall be deposited at the office of the
Company not less than twenty-four hours before the time for holding the meeting
or adjourned meeting as the case may be at which the person named in such
instrument proposed to vote.
72. A vote given in accordance with the terms of an instrument appointing a
proxy or a power of attorney shall be valid notwithstanding the previous death
of the principal or revocation of such proxy or power of attorney or transfer of
the share in respect of which the vote is given unless an intimation in writing
of the death revocation or transfer shall have been received at the office
twenty-four hours at least before the meeting.
73. No member shall be entitled to be present or to vote on any question either
personally or by proxy or attorney or representative or as proxy or attorney or
representative for another member at any General Meeting or upon a poll or be
reckoned in a quorum in respect of any shares held by such first mentioned
member whether alone or jointly with any other person whilst any allotment
moneys calls or instalments of calls are owing by any such member in respect of
such shares whether the period for the payment thereof shall have actually
arrived or not PROVIDED that such restrictions shall
16
apply to the specific shares only in respect of which the allotment moneys calls
or installments of calls are owing.
Every instrument of proxy whether for a specified meeting or otherwise shall as
nearly as circumstances will admit be in the form or to the effect following:
I _________ of __________ being a member of
Roneo Vickers (Victoria) Proprietary
Limited hereby appoint _________________ of
________________ or failing him ____________ of
_____________________ as my proxy to
vote for me and on my behalf at the
(Annual or Extraordinary as the case may
be) Meeting of the Company to be hold on
the__day of_______19__ and at any
adjournment thereof. As witness my hand
this day _____of ___________Signed by the
said _______________
or in such other usual or common form as the Directors may from time to time
prescribe or approve or in particular cases accept.
DIRECTORS
---------
74. The number of Directors shall not be less than two nor until otherwise
determined by a General Meeting more than twelve.
75. The first Directors of the Company are Ronald Francis Jones, John Dalton
Forbes Watson, William Jamieson Scott, Peter Douglas Scott Maxwell, and David
William Hampton.
76. A Director need not hold any share qualification.
77. As remuneration for their services the Directors (other than any Managing
Director or any Director occupying an executive office) shall until otherwise
determined by the Company in General Meeting be paid out of the funds of the
Company such sum
17
as may be determined by the Company in General Meeting and any remuneration
shall be divided between them in such proportions and manner as the Directors
may determine and in default of such determination in any year equally. Specific
notice of intention to propose any increased remuneration shall be given to
Shareholders in the notice convening the meeting. The Directors shall not be
paid as part or whole of their remuneration a commission on or percentage of the
profits or turnover of the Company.
78. Each Director shall be paid all his traveling hotel and other expenses
reasonably incurred by him for the purpose of attending meetings or otherwise in
or about the business of the Company and if any Director being willing shall be
called upon to perform extra services or to exercise any special qualifications
or to make any special exertions in going from his usual residence or residing
abroad or otherwise for any business or purposes of the Company he shall be paid
all his traveling and out-of-pocket expenses and such additional fixed sum by
way of special remuneration as the Directors may determine.
79. The Company may at any time in General Meeting by ordinary resolution
remove any Director and by ordinary resolution appoint another qualified person
in his stead.
80. 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.
81. The Directors may act notwithstanding any vacancy in their body but if and
so long as their number is reduced below the minimum above fixed the continuing
Directors. may act for the purpose of increasing the number of Directors to that
number or of calling a General Meeting of the Company but for no other purpose.
82. The office of a Director shall ipso facto be vacated:
(a) If he becomes bankrupt or suspend payment or liquidate by arrangement or
compound with or assign his estate for the benefit of his creditors or be
convicted of a felony or misdemeanor.
(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 or be
for any reason incapable of performing his duties.
(c) If he by notice in writing resigns his appointment or refuses to act.
18
(d) If he is removed as a Director under the provision of Article 80.
(e) If he is directly or indirectly interested in any contract or proposed
contract with the Company and fails to declare the nature of his interest
in manner required by the Companies Act.
83. Subject to the provisions of the Companies Act no Director shall be
disqualified by his office from contracting or entering into any arrangement
with the Company either as Vendor Purchaser or otherwise nor shall any such
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 so
contracting or being so interested be liable to account to the Company for any
profit realized by any such contract or arrangement by reason of such Director
holding that office or of the fiduciary relation thereby established; provided
that he shall declare the nature of his interest at the meeting of Directors at
which the contract or arrangement is determined on if his interest then exists
or in any other case at the first meeting of Directors after the acquisition of
his interest. A general notice given to the Directors by a Director to the
effect that he is an officer or member of a specified company or a member of a
specified firm and is to be regarded as interested in any contract which may
after the date of the notice be made with that company or firm shall be deemed
to be a sufficient declaration of interest in relation to any contract or
arrangement so made but no such notice shall be of effect unless either it is
given at a meeting of the Directors or the Director takes reasonable steps to
ensure that it is brought up and read at the next meeting of Directors after it
is given and after such general notice it shall not be necessary to give any
special notice relating to any particular transaction with such company or firm.
84. A Director of this Company may be or become a Director or member of any
Company promoted by this Company or in which it may be interested as vendor
shareholder or otherwise. A Director may hold any other office (except that of
Auditor) or place of profit in the Company in conjunction with his Directorship
and may be appointed thereto upon such terms as to remuneration and otherwise as
may be arranged by the Directors provided no Director (other than a Managing
Director or other Executive Director) shall be paid a commission on or
percentage of turnover or profits.
MANAGING DIRECTOR
-----------------
19
85. The Directors may from time to time appoint one or more of their body to be
Managing Director or Managing Directors of the Company for a term not exceeding
five years and may from time to time suspend remove or dismiss him or them or
either of them from office and appoint another or others in his or their place
or places.
86. A Managing Director shall (subject to the provisions of any contract
between him and the Company) be subject to the same provisions as to resignation
and removal as the other Directors of the Company and if he ceases to hold the
office of Director from any cause he shall ipso facto and immediately cease to
be a Managing Director.
87. The remuneration of a Managing Director shall from time to time be fixed by
the Directors and may be by way of salary or commission or participation in
profits or by any one or more of or by all of those modes. No objection shall be
taken to the payment of any such remuneration by reason of any Managing Director
forming one of such Board of Directors or of his being otherwise interested in
the Company.
88. The Directors may from time to time entrust to and confer upon the Managing
Director or Managing Directors for the time being such of the powers and duties
exercisable and to be performed under these presents by the Directors as they
may think fit and may confer such powers and/or duties for such time and to be
exercised for such objects and purposes and upon such terms and conditions and
with such restrictions as they may think expedient and they may confer such
powers and/or duties either collaterally with or to the exclusion of and in.
substitution for all or any of the powers and/or duties of the Directors in that
behalf and may from time to time revoke withdraw or vary all or any of such
powers and/or duties so entrusted and conferred.
PROCEEDINGS OF DIRECTORS
------------------------
89. The Directors may meet together for the despatch of business adjourn and
otherwise regulate their meetings and proceedings as they think fit. Until
otherwise determined by the Company in General Meeting two Directors shall be a
quorum. Provided that the Chairman of a meeting at which only two Directors are
present shall not have a casting vote.
90. A Director may at any time and the Secretary shall upon request of a
Director convene a meeting of the Directors. No Director who is out of Australia
shall be entitled to notice of any such meeting during such absence. Questions
arising at any meeting shall
20
be decided by a majority of votes and save as hereinbefore provided in case of
an equality of votes the Chairman of the Meeting shall have a second or casting
vote.
91. The Directors may elect and remove a Chairman of their meetings and
determine the period for which he is to hold office but if no such Chairman is
elected or if at any meeting the Chairman is not present at the time appointed
for holding the same the Directors present shall choose one of their number to
be Chairman of such Meeting.
92. A duly convened 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 the Company for the time
being vested in or exercisable by the Directors generally.
93. The Directors may by resolution or by Power of Attorney or writing under
the Seal of the Company delegate any of their authorities and powers and duties
to committees consisting of such member or members of their body to act anywhere
in Australia or elsewhere and may from time to time revoke withdraw alter or
vary such delegation. Any committee so formed shall in the exercise of the
authorities powers and duties so delegated conform to any regulations that may
from time to time be imposed by the Directors. Any committee so formed is
referred to herein as a Committee of Directors.
94. The meetings and proceedings of any such committee shall be governed by the
provisions herein contained for regulating the meetings and proceedings of the
Directors so far as the same are applicable thereto and are not superseded by
any regulation made by the Directors under the last preceding clause.
95. All acts done at any meeting of the Directors or of a Committee of
Directors or by any person acting as a Director shall notwithstanding that it
shall afterwards be discovered that there was some defect in the appointment of
any such Director or person acting as aforesaid or that they or any of them were
disqualified be as valid as if every such person had been duly appointed and was
qualified to be a Director or member of a Committee of Directors.
96. A resolution in writing signed by all the Directors for the time being in
Australia shall be as valid and effectual as if it had been passed at a meeting
of the Directors duly called and constituted.
21
MINUTES
-------
97. The Directors shall cause minutes to be duly entered in books provided for
the purpose:
(a) Of all appointments of officers made by the Directors.
(b) Of the names of the Directors present at each meeting of the Directors and
of any Committee of Directors.
(c) Of all orders made by the Directors and Committees of Directors.
(d) Of all resolutions and proceedings at all meetings of the Company and of
the Directors and Committees of Directors.
Such minutes shall be signed by the Chairman of the meeting at which the
proceedings were held or by the Chairman of the next succeeding meeting.
POWERS OF DIRECTORS
-------------------
98. The management of the business and affairs of the Company shall be vested
in the Directors who in addition to the powers and authorities by the Articles
or otherwise expressly conferred upon them may exercise all such powers and do
all such acts and things as may be exercised or done by the Company and are not
hereby or by statute directed or required to be exercised or done by the Company
in General Meeting but subject nevertheless to the provisions of the statutes
and of the Articles and to any regulations from time to time made by the Company
in General Meeting provided that no such regulation so made shall invalidate any
prior act of the Directors which would have been valid if such regulation had
not been made. Any sale or disposal by the Directors of the Company's main
undertaking shall be subject to ratification by the Company in General Meeting.
BORROWING POWERS
----------------
99. The Directors may from time to time at their discretion raise or borrow any
sum or sums of money for the purposes of the Company.
100. The Directors may raise or secure the repayment of such moneys or any debts
liabilities contracts or obligations undertaken or incurred by the Company in
such manner by such means and upon such terms and conditions in all respects as
they think fit and in particular and without prejudice to the generality of the
foregoing by the issue or re-issue
22
of debentures or debenture stock charged upon all or any part of the property of
the Company (both present and future) including with the authority (if any)
required by law its uncalled and unpaid capital for the time being and may give
or accept guarantees or indemnities as it may think desirable.
101. The Directors may for the purpose of securing the payment of any debentures
bonds or other securities or the payment with interest of any money so borrowed
as aforesaid or payable under any contract whatsoever or otherwise howsoever
make and carry into effect any arrangement which they may deem expedient by
assigning or conveying any property of the Company (including uncalled capital)
to trustees.
102. Every bond, debenture, debenture stock or security created by the Company
may be so framed that the same shall be assignable free from all equities
between the Company and the original or any intermediate holders.
103. Any bonds debentures or other securities may be issued at a discount
premium or otherwise and with or without the right 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 as to redemption surrender drawing
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 with such options in all respects as the Directors shall
think fit.
104. It any uncalled capital of the Company is included in or charged by any
debenture mortgage or other security the Directors may by instrument under the
Company' s seal authorise the person in whose favour such debenture 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 to sue in the name of the
Company or otherwise for the recovery of moneys becoming due in respect of calls
so made and to give valid receipts for such moneys and such authority shall
subsist during the continuance of the debenture mortgage or security
notwithstanding any change in the Board of Directors and shall be assignable if
expressed so to be.
105. The Directors shall cause to be kept a Register of all mortgages and
charges specifically affecting property of the Company and to be entered therein
in respect of each mortgage or charge a short description of the property
mortgaged or charged the
23
amount of the mortgage or charge created and except in the case of securities to
bearer the names of the Mortgagees or persons entitled to such charge.
106. Subject to the Companies Act if the Directors or any of them or any officer
of the Company 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 persons or person so
becoming liable as aforesaid from any loss in respect of such liability.
ALTERNATE DIRECTORS
-------------------
107. Each Director shall have the power from time to time to nominate any person
approved for that purpose by a majority of the Directors to act as an alternate
Director in his place and at his discretion to suspend or remove any such
alternate Director and on such appointment being made the alternate Director
shall (except as regards remuneration) be subject in all respects to the terms
and conditions existing with reference to the other Directors of the Company and
each alternate Director whilst acting in the place of the Director whom he
represents shall observe and discharge all the duties of such Director and he
shall be subject to removal by a majority of the Directors. Any appointment
suspension or removal by the appointor under this Article shall be effected by
notice in writing under the hand of the Director making the same and such notice
shall be delivered to the Company.
BOARD MANAGEMENT AND BRANCH REGISTERS
-------------------------------------
108. The Directors may from time to time provide for the management of the
affairs of the Company in any part of Australia or elsewhere in such manner as
they think fit and the provisions contained in the next five following Articles
shall be without prejudice to the general powers conferred by this Article.
109. The Directors may from time to time and at any time establish outside the
State of Victoria in any Country, State, Territory or place any Local Board
Branch Office or Agency for managing or assisting in the management of the
affairs of the Company and may appoint any persons to be members of such Local
Board or as managers or agents and may fix their remuneration and may revoke and
annul any such appointment and make another or other appointments.
24
110. The Directors from time to time and at any time may delegate to any person
or persons so appointed any of the powers authorities and discretions for the
time being vested in the Directors and may authorize 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.
111. The Directors may at any time and from time to time by resolution, power of
attorney or writing under the Seal appoint any person to be the Attorney or
Agent 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 established as aforesaid or in favour of any company or of the
members directors nominees or managers of any company or firm or otherwise 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 and convenience of persons dealing with such
attorneys as the Directors think fit. The Directors may appoint or remove local
Directors Managers or Agents by cable telegram or wireless in cases of urgency
to act for and on behalf of the Company.
112. Any such delegates or attorneys as aforesaid may be authorized by the
Directors to sub-delegate all or any of the powers authorities and discretions
for the time being vested in them.
113. The Company may exercise the powers conferred by section 157 of the
Companies Act and such powers shall be exercisable by the Directors. The
Directors may subject to the said section make such provisions as they think fit
respecting the keeping of any Branch Register and may notwithstanding any other
provisions of the Articles but subject to section 35(5) of the Companies Act
determine the manner in which certificates for shares on the Branch Register may
be sealed and signed or may authorize the issue of an official seal of the
Company for use in any Country State Territory or place outside
25
Victoria and determine by whom the same shall be affixed to any certificate deed
or other document executed by the Company and the Directors may from time to
time appoint such person or persons or any corporation (hereinafter referred to
as the "Authority") as they shall think fit in any place in which a Branch
Register is kept to approve or reject transfers and to direct the registration
of approved transfers in the Branch Register of such place and every such
Authority may in respect of transfers or other entries proposed to be registered
in the Branch Register for which such Authority is appointed exercise all the
relevant powers of the Directors in the same manner and to the same extent and
effect as if the Directors themselves were actually present in the place and
exercised the same.
THE SEAL
--------
114. The Directors shall provide a common seal of the Company and such seal
shall be kept by such person and in such place and in such manner as the
Directors may think fit and the Directors shall have power to use such seal in
the execution of all or any of the powers hereby vested in them but it shall not
be affixed to any document except by the authority of a resolution of the Board
of Directors or a Committee of Directors empowered thereto. The affixing of the
seal shall save as otherwise provided herein be attested by at least one
Director and the Secretary or in lieu of the Secretary such other person as the
Directors may appoint for the purpose or in such other way as the Directors may
from time to time appoint and such attestation shall be sufficient evidence of
the authority to affix the seal.
DIVIDENDS
---------
115. As to any profits of the Company which the Directors may determine to
distribute and subject to such powers of alteration and modification as may be
exercised and to such preferential rights (if any) as may be attached to new
shares in pursuance of these Articles the Directors shall apply the same in
respect of any year or other period first in paying the preferential dividend on
the capital paid up or credited as paid up from time to time on any preference
shares to the close of such year or other period and then in paying a dividend
on the capital paid up or credited as paid up from time to time on the ordinary
shares to the close of such year or other period.
26
116. The Company in General Meeting may declare a dividend or a bonus or both
dividend and bonus to be paid to the members according to their rights and
interest in the profits and may fix the time for payment.
117. No dividend shall be payable except out of profits and no dividend shall
carry interest as against the company.
118. No larger dividend or bonus shall be declared than is recommended by the
Directors but the Company in General Meeting may declare a smaller dividend or
bonus. The Directors may from time to time pay to the members on account of the
next forthcoming dividend such interim dividend as in their judgment the
position of the Company justifies.
119. The declaration of the Directors as to the amount of the net profits of the
Company shall be conclusive.
120. A transfer of shares registered after the transfer books close for dividend
purposes but before a dividend is payable shall not pass the right to any
dividend declared thereon before the books are closed.
121. The Directors may retain the dividend payable upon shares which any person
is under the transmission article entitled to transfer until such person shall
duly transfer the same.
122. The Directors may retain any dividends on which the Company has a charge
and may apply the same in or towards satisfaction of the calls instalments or
sums owing in respect of which the charge exists.
123. Unless otherwise directed any dividend may be paid by cheque or warrant
sent through the post to the registered address of the member entitled thereto
or in the case of joint holders to that one whose name stands first on the
register in respect of the joint holdings and every cheque so sent may be made
payable to the order of the person to whom it is sent and shall be at his risk.
124. Any general meeting declaring a dividend may direct payment of such
dividend wholly or in part by the distribution of paid up shares of the Company
or of any specific assets of the Company and the Directors shall give effect to
such resolution and where any difficulty arises in regard to the distribution
they may settle the same as they think expedient and in particular may
notwithstanding anything in these articles contained to
27
the contrary issue fractional certificates and may fix the value for
distribution of such specific assets or any part thereof and may determine that
cash payments wholly or in part shall be made to any members upon the footing of
the value so fixed in order to adjust the rights of all parties and may vest any
such shares or specific assets upon such trusts for the persons entitled to the
dividend as may seem expedient to the Directors. Where requisite. a proper
contract shall be filed in accordance with section 54 of the Companies Act and
the Directors may appoint any person to sign such contract on behalf of the
person entitled to the dividend and such appointment shall be effective.
125. Save as otherwise required by law all dividends unclaimed for one year
after having been declared may be invested or otherwise made use of by the
Directors for the benefit of the Company until claimed.
RESERVE FUNDS
-------------
126. Before recommending any dividend the Directors may in priority to any
dividend set aside out of the profits of the Company such sums as they think
proper as a reserve fund to meet depreciation or contingencies or for equalizing
dividends or for paying a special dividend or for repairing or improving and
maintaining any of the property of the Company and for such other purposes as
the Directors shall in their absolute discretion think conducive to the
interests of the Company and the Directors may invest the several sums so set
aside upon such investments and securities (other than shares of the Company) as
they may think fit and may from time to time deal with and vary any such
investments and securities and dispose of all or any part thereof for the
benefit of the Company _______________________ such special funds as they may
think fit and with full power to employ the assets constituting the reserve fund
in the business of the Company and that without being bound to keep the same
separate from the other assets and at any time or times to resort for dividends
or bonuses to such funds or sums. Any interest derived from such investments or
securities shall be dealt with as profits arising from the business of the
Company.
127. The Company may at any time and from time to time in General Meeting by
ordinary resolution authorize the Directors to capitalize the whole or any part
of the undivided profits of the Company not required for the time being for
payment of dividends upon any preference shares of the Company or other shares
issued upon any
28
special conditions and standing to the credit of the reserve fund or funds of
the Company or in the hands of the Company and available for dividends and also
to capitalize any accretions to values or profits arising from re-valuation or
sale of any of the Company's assets and the Directors shall give effect to such
resolution accordingly and any profits so capitalized shall be apportioned among
the ordinary shareholders entered on the Register as at such date as the
Directors may determine by the allocation and distribution to them in the
proportions in which they are entitled to dividends on the ordinary shares held
by them respectively at the said date of shares of such class or classes as the
Directors may determine credited as fully or partly paid up by means of the
profits so capitalized and carrying dividend from such date so that all or any
part of such capitalized funds be applied on behalf of such shareholders in
paying up in full or in part any unissued shares of the Company which shall be
distributed accordingly or in towards payment or in part payment of the uncalled
liability on any issued shares or in such manner as the Directors may determine
and any such distribution or payment shall be accepted by such shareholders in
full satisfaction of their interest in the capitalized funds and the Directors
may determine all other conditions of any such allocation and distribution
(including provision for the case of fractions) as they may think expedient and
may appoint any person on behalf of the ordinary shareholders to enter into an
agreement with the Company providing for the issue and allotment to them of such
shares credited as fully or partly paid up as the case may be by means of the
profits so capitalized and upon appointment shall be effective.
ACCOUNTS
--------
128. The Directors shall cause to be kept proper books of account in which shall
be kept full true and complete accounts of the affairs and transactions of the
Company.
129. The books of account shall be kept at the registered office or at such
place or places as the Directors think fit and shall always be open to the
inspection of the Directors.
130. The Directors shall subject to the provisions of the Companies Act from
time to time determine whether and to what extent and at what times and places
and under what conditions or regulations the account and books of the Company or
any of them shall be open to the inspection of the members and no member shall
have any right of inspecting
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any account or book or document of the Company unless and except as conferred by
statute or authorized by the Directors or by a resolution of the Company in
General Meeting.
131. At the Annual General Meeting in each year the Directors shall lay before
the Company a Profit and Loss Account and a duly audited Balance Sheet showing
the particulars required by law and made up for the period provided by the
Companies Act.
132. Every Account of the Directors when audited and approved or adopted by the
Annual General Meeting shall be conclusive except as regards any error
discovered therein within three months next after the approval or adoption
thereof. Whenever any such error is discovered within that period the account
shall forthwith be corrected and thenceforth shall be conclusive.
133. The Balance sheet shall be accompanied by a Report of the Directors a s to
the state of the Company's affairs and such other documents as are required by
the Companies Act.
AUDIT
-----
134. Once at least in every year and at intervals of not more than fifteen
months the accounts of the Company shall be examined and the correctness of the
Profit and Loss Account and Balance Sheet ascertained by one or more Auditor or
Auditors.
135. The Company at each Annual General Meeting shall appoint an Auditor or
Auditors to hold office until the next Annual General Meeting and the
appointment, remuneration, rights and duties of such Auditor or Auditors shall
be regulated in accordance with the provisions of the Companies Act. Provided
that no person shall be competent to be appointed or act as Auditor if
prohibited by Section 9 of the Companies Act.
136. The Company may at any Annual General Meeting by a resolution for which
two-thirds of the votes of the members there present either in person or by
proxy or attorney shall be recorded direct the Auditors to make such further
inquiry into the affairs of the Company and report thereon as may be thought fit
or may appoint any two members eligible as Auditors to be special Auditors for
the purpose of making any such inquiry or report.
NOTICES
-------
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137. Subject to any provisions hereinbefore contained-as to notices any notice
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.
138. Each registered holder of shares shall notify to the Company in writing an
address in the Commonwealth of Australia which shall unless and until a fresh
notification is given be deemed his registered place of address within the
meaning of the last preceding clause. If a fresh address is notified that shall
be the registered address.
139. As regards those members who have no registered place of address as
aforesaid a notice posted up in the office shall be deemed to be well served on
the member at the expiration of twenty-four hours after it is so posted up in
the office.
140. All notices shall with respect to any share to which persons are jointly
entitled be given to whichever of such persons is named first on the register
and notice so given shall be sufficient notice to all the holders of such
shares.
141. Any notice sent by post shall be deemed to have been served on the day
following that on which the envelope or wrapper containing the same is posted
and in proving such service it shall be sufficient to prove that the envelope or
wrapper containing the notice was properly addressed according to the name and
address entered in the Register and posted. Any notice by advertisement shall be
deemed to have been served on the day of publication of the newspaper containing
the advertisement.
142. Every person who by operation of law transfer or other means whatsoever
shall become entitled to any share shall be bound by every notice in respect to
such share which previously to his name and address being entered on the
Register shall have been duly given to the holder from whom he derives his title
to such share.
143. Subject to the Companies Act where a given number of days notice or notice
extending over any other period is required to be given the day of service shall
be reckoned in the number of days or other period.
144. Any notice or document delivered or 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 or be in any way incapacitated and
whether or not the Company have notice of his decease or incapacity be deemed to
have been duly served in respect of any
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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 executors or administrators
and all persons (if any) jointly interested with him in any such share.
145. The signature to any notice to be given by the Company may be written or
printed.
WINDING UP
----------
146. (1) 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.
(2) If thought expedient any such division may be otherwise than in
accordance with the legal rights of the contributories and in particular any
class may be given preferential or special rights or may be excluded altogether
or in part but in case any division otherwise than in accordance with the legal
rights of the contributories shall be determined on any contributory who would
be prejudiced thereby shall have a right to dissent and ancillary rights as if
such determination were a special resolution passed pursuant to section 270 of
the Companies Act.
(3) In case any shares comprised in the assets to be divided as
aforesaid involve a liability to calls or otherwise any person entitled under
such division to any of the said shares may within ten days after the passing of
the special resolution by notice in writing direct the liquidators to sell his
proportion and pay him the nett proceeds and the liquidators shall if
practicable act accordingly.
147. Any commission proposed to be paid to a Director or Directors or Liquidator
on the proceeds of the sale or liquidation of the Company or of any of the
Company's assets and/or fees proposed to be paid to such Director or Directors
or Liquidator shall be subject to ratification by the shareholders. Prior
notification of the amount of such
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proposed payments shall be given to all shareholders at least seven days before
the meeting at which such payments are to be considered.
INDEMNITY
---------
148. Every Director Manager or officer of the Company or any person employed by
the Company as Auditor shall be indemnified out of the funds of the Company
against all liability incurred by him as such Director Manager officer or
Auditor in defending any proceedings whether civil or criminal in which judgment
is given in his favour or in which he is acquitted.
149. Except to such extent as any provision of this Article would be rendered
void by the Companies Act no Director Manager Secretary or other officer of the
Company shall be liable for the acts receipts neglects or defaults of any other
Director or officer or for joining in any receipt or other act for conformity or
for any loss or expense happening to the Company through the insufficiency or
deficiency of title to any property acquired by order of the Directors for or on
behalf of the Company or for the insufficiency or deficiency of any security in
or upon which any of the moneys of the Company shall be invested or for any loss
or damage arising from the bankruptcy insolvency or tortious act of any person
with whom any moneys securities or effects shall be deposited or left or for any
other loss damage or misfortune whatever which shall happen in the execution of
the duties of his office or in relation thereto unless the same happen through
his own negligence default breach of duty or breach of trust.
SECRECY
-------
150. Every Director Manager Auditor Trustee Secretary or other officer servant
or agent of the Company or Member of a Committee of Directors of the Company
shall before entering upon his duties if required by the Directors sign a
declaration pledging himself to observe a strict secrecy respecting all
transactions and activities of the Company and matters relating thereto and
shall by such declaration pledge himself not to reveal any of the matters which
may come to his knowledge in the discharge of his duties except when required so
to do by the Directors or by any duly convened and constituted general meeting
or by a court of law and except so far as may be necessary in order to comply
with any of the provisions of these Articles or any Statute.
PROPRIETARY COMPANY
-------------------
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151. The Company is a proprietary company and accordingly--
(a) The right to transfer shares is restricted as hereinbefore provided in
these Articles.
(b) The number of members for the time being of the Company (counting joint
holders of shares as one person and not counting any person in the
employment of the Company or of its subsidiary or any person who while
previously in the employment of the Company or of its subsidiary was and
thereafter continued to be a member of the Company) is not to exceed fifty.
(c) Any invitation to the public to subscribe for any shares in or debentures
of the Company is prohibited.
(d) Any invitation to the public to deposit money with the Company for fixed
periods or payable at call whether bearing or not bearing interest is
prohibited.
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SIGNATURE OF SUBSCRIBER WITNESS
- ------------------------------------------------------------------
John D. Moir, : M.A. Courtenay,
95 Queen Street, : 51 Marne Street,
Melbourne, : South Yarra,
Solicitor. : Law Clerk.
:
M.H. Winneke, :
95 Queen Street, :
Melbourne, :
Solicitor. :
:
:
- ------------------------------------------------------------------
Dated this 9th day of October 1968
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