Editing Constitution of Urabba Parks/Notes

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= Notes =

== About this compilation ==
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 [[Constitution of Urabba Parks/Endnote 1|endnotes]] for more information regarding [[Constitution of Urabba Parks/Endnote 1|this compilation]], [[Constitution of Urabba Parks/Endnote 2|abbreviations]], [[Constitution of Urabba Parks/Endnote 3|legislation]] and [[Constitution of Urabba Parks/Endnote 4|amendment history]].

== Commencement of the Constitution ==
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 ==
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 ==
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 ==
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 ==
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.

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

''[replaceable rule for proprietary companies  only]''
|249X
|Applicable  (see note VI)
|-
|28
| colspan="2" |Proxy  vote valid even if member dies, revokes appointment etc.
|250C(2)
|Applicable  (see note VI)
|-
|29
| colspan="2" |How  many votes a member has
|250E
|Applicable  (see note VI)
|-
|30
| colspan="2" |Jointly  held shares
|250F
|Applicable  (see note VI)
|-
|31
| colspan="2" |Objections  to right to vote
|250G
|Applicable  (see note VI)
|-
|32
| colspan="2" |How  voting is carried out
|250J
|Applicable  (see note VI)
|-
|33
| colspan="2" |When  and how polls must be taken
|250M
|Applicable  (see note VI)
|-
| colspan="5" |'''Shares'''
|-
|33A
| colspan="2" |Pre‑emption  for existing shareholders on issue of shares

in  proprietary company
|254D
|Not  applicable
|-
|33B
| colspan="2" |Other  provisions about paying dividends
|254U
|Displaced  (see note VII)
|-
|34
| colspan="2" |Dividend  rights for shares in proprietary companies
|254W(2)
|Not  applicable
|-
| colspan="5" |'''Transfer of shares'''
|-
|35
| colspan="2" |Transmission  of shares on death
|1072A
|Displaced  (see note VIII)
|-
|36
| colspan="2" |Transmission  of shares on bankruptcy
|1072B
|Displaced  (see note VIII)
|-
|37
| colspan="2" |Transmission  of shares on mental incapacity
|1072D
|Displaced  (see note VIII)
|-
|38
| colspan="2" |Registration  of transfers
|1072F
|Displaced  (see note VIII)
|-
|39
| colspan="2" |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 ==
7.   Section 126 – See clause XII of the ''Constitution (Manager‑General) Letters Patent 2021'', published in ''Gazette'' 2021, S1, pp. 3‑17.


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