Constitution of Urabba Parks/Notes

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Notes[edit | edit source]

About this compilation[edit | edit source]

1. The Constitution as printed above contains the Constitution as made by and including the covering clauses of the Urabba Parks Proprietary Limited Constitution Statute 2021 of the Founder as adopted by special resolution of Urabba Parks on 5 March 2021: see items 1 and 2 of the resolution adopting the Constitution, page 250.

Also see the endnotes for more information regarding this compilation, abbreviations, legislation and amendment history.

Commencement of the Constitution[edit | edit source]

2. Covering Clause 2 – The Proclamation under covering clause 2 was made on 5 March 2021 (see page 257) and published in Gazette 2021, S1, pp. 1 and 2.

Foundation in Urabba Parks[edit | edit source]

3. Covering Clause 3 – Mister Enactor holds foundation in Urabba Parks by way of holding foundation in D.J. Racovolis Services Proprietary Limited (ACN 134 206 241), which immediately holds Visitor’s Membership number 1, such class of membership being foundational membership for the purposes of item 7.10.s of the table in subsection 112(5).

Regions of Urabba Parks[edit | edit source]

4. Covering Clause 4, definition of region – No regions were admitted or established on or since the establishment of jurisdiction.

Existing laws upon commencement of this Constitution[edit | edit source]

5. Covering Clause 7 – Urabba Parks adopted the Statement of Rules (page 255) under this clause: see item 3 of the resolution adopting the Constitution, page 252.

Applicability of Replaceable Rules[edit | edit source]

6. Item 6 of the table in subsection 10(3) – The table below sets out the applicability under this item of provisions set out in section 141 of the Corporations Act 2001 of the Parliament of the Commonwealth.  Provisions that do not apply as replaceable rules or mandatory rules to a public companies not registered under the Australian Charities and Not-for-profits Commission Act 2012, or of which deal with the terms of office of directors, secretaries and other officers, are deemed to be not applicable.  Provisions that are inconsistent with the Constitution of Urabba Parks or other legislation are deemed to be displaced.  Provisions deemed applicable are subject to Acts of the Parliament of Urabba Parks and binding precedent set by the Corporate Judicature.

Applicability of provisions set out in section 141 of the Corporations Act 2001
Item Rule Section Applicability
Officers and Employees
1 Voting and completion of transactions—directors of proprietary companies 194 Not applicable
2 Powers of directors 198A Displaced (see note I)
3 Negotiable instruments 198B Applicable
4 Managing director 198C Not applicable
5 Company may appoint a director 201G Not applicable
6 Directors may appoint other directors 201H Not applicable
7 Appointment of managing directors 201J Not applicable
8 Alternate directors 201K Not applicable
9 Remuneration of directors 202A Displaced (see note II)
10 Director may resign by giving written notice to company 203A Not applicable
11 Removal by members—proprietary company 203C Not applicable
12 Termination of appointment of managing director 203F Not applicable
13 Terms and conditions of office for secretaries 204F Not applicable
Inspection of books
14 Company or directors may allow member to inspect books 247D Applicable
Director’s Meetings
15 Circulating resolutions of companies with more than 1 director 248A Applicable (see note IV)
16 Calling directors’ meetings 248C Applicable (see note IV)
17 Chairing directors’ meetings 248E Applicable (see note IV)
18 Quorum at directors’ meetings 248F Applicable (see note IV)
19 Passing of directors’ resolutions 248G Applicable (see note IV)
Meetings of members
20 Calling of meetings of members by a director 249C Displaced (see note V)
21 Notice to joint members 249J(2) Applicable (see note VI)
22 When notice by post or fax is given 249J(4) Applicable (see note VI)
22A When notice under paragraph 249J(3)(cb) is given 249J(5) Applicable (see note VI)
23 Notice of adjourned meetings 249M Applicable (see note VI)
24 Quorum 249T Applicable (see note VI)
25 Chairing meetings of members 249U Applicable (see note VI)
26 Business at adjourned meetings 249W(2) Applicable (see note VI)
27 Who can appoint a proxy

[replaceable rule for proprietary companies only]

249X Applicable (see note VI)
28 Proxy vote valid even if member dies, revokes appointment etc. 250C(2) Applicable (see note VI)
29 How many votes a member has 250E Applicable (see note VI)
30 Jointly held shares 250F Applicable (see note VI)
31 Objections to right to vote 250G Applicable (see note VI)
32 How voting is carried out 250J Applicable (see note VI)
33 When and how polls must be taken 250M Applicable (see note VI)
33A Pre‑emption for existing shareholders on issue of shares

in proprietary company

254D Not applicable
33B Other provisions about paying dividends 254U Displaced (see note VII)
34 Dividend rights for shares in proprietary companies 254W(2) Not applicable
Transfer of shares
35 Transmission of shares on death 1072A Displaced (see note VIII)
36 Transmission of shares on bankruptcy 1072B Displaced (see note VIII)
37 Transmission of shares on mental incapacity 1072D Displaced (see note VIII)
38 Registration of transfers 1072F Displaced (see note VIII)
39 Additional general discretion for directors of proprietary companies to refuse to register transfers 1072G Not applicable

Note I:   The following sections set out the powers of Urabba Parks:

(a)   section 1 (legislative);

(b)   section 61 (executive);

(c)    section 71 (judicial).

Note II:    The following provisions deal with remuneration of directors:

(a)   section 48 (legislative directors);

(b)   section 66 (Ministers);

(c)    subsection 72(3) (presenters of judicial directors).

Note III:   A director:

(a)   who is a member of the House of Ordinaries may resign as a member of the House in writing addressed to the Speaker (see section 37), and ceases to be a director by virtue of ceasing to be a member (see subsection 21(4));

(b)   who is a judicial officer may resign from office in writing addressed to the Manager‑General (see subsection 72(8)), and ceases to be a director by virtue of ceasing to hold judicial office (see subsection 70(1)).

Note IV:   The Parliament may set the rules of proceeding of:

(a)   Houses of the Parliament: see section 50;

(b)   judicial bodies: see section 79.

Note V:   Proceedings of members are usually initiated by the Manager‑General in Council, in the case of general elections (see section 32) and referenda (see section 128).  The Speaker may issue the writ for the election to fill a casual vacancy in the House of Ordinaries: see section 33.

Note VI:   The Parliament may legislate for the conduct of proceedings of members of Urabba Parks: see subparagraph 51(b)(xviii).

Note VII:   The Parliament may legislate for a charity distribution to ordinary members: see subparagraph 51(b)(iii).

Note VIII:   Membership is not transferrable or transmissible except as provided under law: see section 113.

Appointment of deputies to the Manager-General[edit | edit source]

7.   Section 126 – See clause XII of the Constitution (Manager‑General) Letters Patent 2021, published in Gazette 2021, S1, pp. 3‑17.