Commonwealth Numbered Acts

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Effect of constitution and replaceable rules

(1) A company's constitution (if any) and any replaceable rules that apply to the company have effect as a contract:

between the company and each member; and

between the company and each director and company secretary; and

between a member and each other member;

under which each person agrees to observe and perform the constitution and rules so far as they apply to that person.

(2) Unless a member of a company agrees in writing to be bound, they are not bound by a modification of the constitution made after the date on which they became a member so far as the modification:

requires the member to take up additional shares; or

increases the member's liability to contribute to the share capital of, or otherwise to pay money to, the company; or

imposes or increases restrictions on the right to transfer the shares already held by the member, unless the modification is made:

in connection with the company's change from a public company to a proprietary company under Part 2B.7; or
to insert proportional takeover approval provisions into the company's constitution.

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