Companies, Corporate Governance law (business organization)

Essay by m0v0mUniversity, Bachelor'sB, September 2006

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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 above

The 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 directors

Under 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 Directors

It 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 Instruments

By permitting any 2 directors of a company that has more than 2 directors to execute a negotiable instrument. It also provides for a...