Constitution of Urabba Parks/Adoption

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Resolutions and instruments related to the Constitution >> Resolution adopting the Constitution

Urabba Parks Proprietary Limited

Australian Company Number 159 318 859

(Urabba Parks)

Incorporated in the State of Victoria under the Corporations Act 2001 of the Parliament of the Commonwealth

(the Corporations Law)

Registered under the Australian Charities and Not-for-profits Commission Act 2012 of the Parliament of the Commonwealth

Resolutions of the sole member[edit | edit source]

Made at Urabba Street Reserve, Rankins Springs, New South Wales, on Friday, 5 March 2021

Daniel James Racovolis, Founder of Urabba Parks, corporate representative of D.J. Racovolis Services Proprietary Limited (Australian Company Number 134 206 241), sole member of Urabba Parks, hereby records the following resolutions of Urabba Parks:

Special resolution – Adoption of Statute and Commonwealth interpretation law[edit | edit source]

(1)  THAT Urabba Parks shall adopt the Urabba Parks Proprietary Limited Constitution Statute 2021 of the Founder as attached to this record (the Statute).

RESOLVED AS A SPECIAL RESOLUTION

(2)  THAT Urabba Parks shall read the Statute as if the Acts Interpretation Act 1901 of the Parliament of the Commonwealth as in force at the time of passing of this special resolution (the Commonwealth laws interpretation law) applied to it.

RESOLVED AS A SPECIAL RESOLUTION

(3)  THAT for the avoidance of doubt, Urabba Parks shall declare the Introductory Speech to the Urabba Parks Proprietary Limited Constitution Bill 2021 (as if it were a second reading speech) and the Explanatory Memorandum to the Urabba Parks Proprietary Limited Constitution Bill 2021 of the Founder as attached to this record as relevant documents of the Statute to provide for the Constitution of Urabba Parks known as the Urabba Parks Proprietary Limited Constitution Statute 2021 (the Statute) the for the purposes of section 15AB of the Commonwealth laws interpretation law.

RESOLVED AS A SPECIAL RESOLUTION

Note 1: The Commonwealth laws interpretation law provides for the inclusion of material for the interpretation of a provision of an Act: see subsection 15AB(2) of the law.

Note 2: Section 4(2) of the proposed Constitution in the Statute provides the application of the Commonwealth laws interpretation law (as existing at the adoption of the Constitution) in its interpreation.

Special resolution – Repeal and adoption of the Constitution[edit | edit source]

THAT effective upon the commencement of Part 2 of the Statute, Urabba Parks:

(a)  shall, under subsection 136(2) of the Corporations Law, repeal its existing Constitution; and

(b)  shall, under subsection 136(1) of the Corporations Law, adopt the Constitution as set out in the Statute;

RESOLVED AS A SPECIAL RESOLUTION

Note: Part 2 of the Statute commences on a day to be fixed by Proclamation, provided the special resolution repealing the existing Constitution and the Constitution as set out in the Statute is passed first: see item 2 of the table in subsection 2(1) of the Statute.

Resolution – Declaration of existing law[edit | edit source]

THAT the Statement of Rules of the Founder as attached to this record shall be taken to be the law Urabba Parks for the purposes of section 7 of the Statute, so far as they can be applied within Urabba Parks and subject to the Constitution to be so adopted.

RESOLVED

Declaration – Rights of members[edit | edit source]

The Founder declares, as corporate representative of the sole member, that the sole member has given its consent to the variation of class rights as provided in section 8 of the Statute.

Note: Section 8 of the Statute provides that until otherwise provided by the Parliament of Urabba Parks:

(a)    the Park Ranger’s Membership outstanding at the establishment of jurisdiction shall be attached to Urabba Street Reserve; and

(b)    other shares issued at the establishment of jurisdiction shall have the right to present to the Enactor a person for presentation as a member of the Visitatorial Commission of Urabba Parks.

D.J. Racovolis Services Proprietary Limited Australian Company Number 134 206 241 hereby consents to the variation of class rights as provided in the Urabba Parks Proprietary Limited Constitution Statute 2021 of the Founder of Urabba Parks Proprietary Limited.  Executed by D.J. Racovolis Services Proprietary Limited under subsection 127(2) of the Corporations Act 2001 of the Parliament of the Commonwealth on 5 March 2021. Daniel James Racovolis, sole director and sole company secretary observed the fixing of the common seal by electronic means.

L.S.

Certification[edit | edit source]

I hereby certify these minutes are a true and correct record of the resolutions passed by Urabba Parks Proprietary Limited, Australian Company Number 159 318 859, under section 249B of the Corporations Law.



Signed


Daniel James Racovolis

Corporate representative of D.J. Racovolis Services Proprietary Limited, sole member of Urabba Parks Proprietary Limited, appointed under section 250D of the Corporations Law

5 March 2021