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Constitution of Urabba Parks/Section 10
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= <span id="Notes"></span>Note to this section = 6. Item 6 of the table in subsection 10(3) â 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 transactionsâdirectors 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 membersâproprietary 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" |'''Directorâs meetings''' |- |15 | colspan="2" |Circulating resolutions of companies with more than 1 director |248A |Applicable (see note IV) |- |16 | colspan="2" |Calling directorsâ meetings |248C |Applicable (see note IV) |- |17 | colspan="2" |Chairing directorsâ meetings |248E |Applicable (see note IV) |- |18 | colspan="2" |Quorum at directorsâ meetings |248F |Applicable (see note IV) |- |19 | colspan="2" |Passing of directorsâ 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" |Preâemption 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) [[Constitution of Urabba Parks/Section 1|section 1]] (legislative); :(b) [[Constitution of Urabba Parks/Section 61|section 61]] (executive); :(c) [[Constitution of Urabba Parks/Section 71|section 71]] (judicial). '''Note II:''' The following provisions deal with remuneration of directors: :(a) [[Constitution of Urabba Parks/Section 48|section 48]] (legislative directors); :(b) [[Constitution of Urabba Parks/Section 66|section 66]] (Ministers); :(c) [[Constitution of Urabba Parks/Section 72#s3|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 [[Constitution of Urabba Parks/Section 37|section 37]]), and ceases to be a director by virtue of ceasing to be a member (see [[Constitution of Urabba Parks/Section 21#s4|subsection 21(4)]]); :(b) who is a judicial officer may resign from office in writing addressed to the ManagerâGeneral (see [[Constitution of Urabba Parks/Section 72#s8|subsection 72(8)]]), and ceases to be a director by virtue of ceasing to hold judicial office (see [[Constitution of Urabba Parks/Section 70#s1|subsection 70(1)]]). '''Note IV:''' The Parliament may set the rules of proceeding of: :(a) Houses of the Parliament: see [[Constitution of Urabba Parks/Section 50|section 50]]; :(b) judicial bodies: see [[Constitution of Urabba Parks/Section 79|section 79]]. '''Note V:''' Proceedings of members are usually initiated by the ManagerâGeneral in Council, in the case of general elections (see [[Constitution of Urabba Parks/Section 32|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 [[Constitution of Urabba Parks/Section 33|section 33]]. '''Note VI:''' The Parliament may legislate for the conduct of proceedings of members of Urabba Parks: see [[Constitution of Urabba Parks/Section 51#parb-xviii|subparagraph 51(b)(xviii)]]. '''Note VII:''' The Parliament may legislate for a charity distribution to ordinary members: see [[Constitution of Urabba Parks/Section 51#parb-iii|subparagraph 51(b)(iii)]]. '''Note VIII:''' Membership is not transferrable or transmissible except as provided under law: see [[Constitution of Urabba Parks/Section 113|section 113]].
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