Company Constitution and Governance

This document provides the constitution for Sam Pty Ltd, a company governed by the Australian Corporations Act 2001. It defines key terms like 'directors' and 'ASIC', outlines how words are interpreted within the constitution, and details common provisions such as limitations on membership and fundraising activities. The constitution grants directors significant power in share issuance and allows for the creation of different share classes. Any aspects not covered by the constitution are subject to replaceable rules under section 136 of the CA.

CONSTITUTION
Sam Pty Ltd
ABN 89745612395
Corporate office:
91 Alrest street
Phone [phone]
Fax [phone]
Website: www.sam.com
THE CONSTITUTION
Part 1
Definitions
The definitions provided hereby are applicable within this constitution if it has not been otherwise
mentioned through the documents.
 CA- Corporation Act 2001
 Dividend- concluding and Provisional dividend
 Directors- Any person who acts or has been appointed as the director of the company
 ASIC- The Australian Securities and Investment Commission
 Present members- individuals or body corporate present in a meeting
 Constitution- This Constitution

 Prescribed rate- Base rate and the Charged interest by bank
 Seal- The common seal of the organization with which it executes documents
 Preference Rate- the rate which is depicted through the share certificate in relation to
preference shares
Part 2
Interpretation of words within the constitution
In case any words within the constitution is highlighted or is in any other format it is only done for the
purpose of bringing attention to the word and it does not alter the meaning of the phrase or the word
unless it has been expressly stated.
Part 3
Common provisions in the constitution
The company will not indulge in any activity which is not in compliance of the CA and expressly under
the provisions of section 117 the total members of the company would not be at any time more than 50.
In addition the company will not indulge in any public fund raising activity.
Part 4
Share issue
The constitution provides supreme power to the directors of the company in relation to the issue of
shares which is in compliance of legal provisions.

The directors through the virtue of such power may issue any form of security or share in compliance to
legal provisions.
Part 5
Different classes of shares issued by the company
During the incorporation the company is only going to issue class A shares which would not have any
right to vote. However through the virtue of part 4 the directors have the right to issue shares in the
future.
Part 6
Replaceable rules
Although the company has a constitution the aspects which are not covered by it would be governed
totally by the replaceable rules under section 136 of the CA.