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Companies, Corporate Governance Law (Business Organization)

965 words - 4 pages

Replaceable Rules (RR)* After 1/7/98 Co's no longer need to draw up constitution.* S.141 lists the sections in the CL that are RR* S.143: Company's constitution. Can be:- Replaceable Rules (RR)- Own constitution- Mixture of aboveThe term replaceable rules allow a company to replace either all, or some of the rules, with appropriate rules in the company's own constitution.Where the CA states a "replaceable rule for proprietary companies and mandatory rule for public companies" the section will apply as an ordinary provision of the CA for public companies. It means that public companies will not be able to modify or delete the provision whereas a proprietary will be able to make a change. At the present time, only one section, CA s249X, will be mandatory for public companies. This section to a large extent reflects the previous section CL s250 dealing with the appointment of proxies.Important Replaceable Rules (RR)The more important replacement rules are covered below.CA s201H (RR): Directors may appoint other directorsUnder CA 201H (2), the person who is to be appointed as a director by the other directors must be confirmed in that position within 2 months if the company is a proprietary company. If the members do not make the confirmation then the person ceases to be a director.CA s201K (RR): Alternate DirectorsIt provides that an alternate director can be appointed by another director with the approval of the other directors. An alternate director is only entitled to notice of a director's meeting if the appointing director requires the company to give such notice.CA s198K (RR): Negotiable InstrumentsBy permitting any 2 directors of a company that has more than 2 directors to execute a negotiable instrument. It also provides for a single director of a single director proprietary company to execute a negotiable instrument.CA s201J (RR): Managing DirectorIt stated that the powers of a managing director were concurrent and not to the exclusion of the board.CA s203A (RR): Directors may resign by giving written notice to the companyThis rule differs in that it expressly requires that the written notice of the resignation of the director must be given to the company at its registered office.CA s194 (RR): Directors interested in contract with proprietary companyIt provides that where the director of a proprietary company discloses the nature and extent of his/her interest at a meeting of directors, the director may vote on the contract and matters relating to it.CA s202A (RR): Remuneration of directorsIt provides for directors to be paid remuneration as determined by the members in a general meeting.CA s248C: Calling a directors meetingThis section states that meeting of directors may be called by a director giving reasonable notice to every other director.CA s248F (RR): Quorum at directors' meetingIt provides that the quorum for a directors' meeting is number of directors as determined by the directors and in the absence of a determination is 2.CA...

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