Constitution for Gold Mining Company: Share Classes & Regulations

The assignment presents a company constitution tailored for a gold mining business, adhering to the Corporations Act 2001. It outlines the definitions, including key terms like 'directors' and 'preference rate'. The constitution specifies the application of replaceable rules as per section 134 of the CA and the registration of a no-liability company. It covers share issuance, including both ordinary and preference shares, along with the powers of the directors. The document also addresses company meetings and quorum requirements, and includes a restriction clause limiting the company's activities to gold mining. The assignment is a comprehensive example of how to structure a company constitution, meeting the requirements of the provided brief which includes the creation of two classes of shares and the application of replaceable rules.

CONSTITUTION OF THE COMPANY
1. Definitions
The below definitions will be applicable to the constitution unless stated otherwise
Corporation Act 2001 (CA)
Australian Securities and Investment Commission (ASIC)
Provisional and concluding dividend (dividend)
Persons appointed and acting as directors (directors)
This Constitution (constitution)
Body corporate or individuals present at the an meeting (present members)
Rate for dividends in relation to preference shares as stated on share certificate (Preference Rate)
Official and common seal of company (seal)
Base rate, Charged interest by bank (Prescribed rate)
1.2 Interpretation
No meaning of the words in this constitution is changed through the use of italics unless stated
otherwise
2. Application of replaceable rule.

The internal management of the company will be governed by replaceable rules as per section
134 of the CA. All provisions of the replaceable rule will be applicable unless otherwise
specified by this constitution
3. As per section 117 of the CA a company can be registered as a No liability company
5. Share issue
Directors have the power with respect to issuing share on behalf of the company which may
include shares along with other options over shares..
The directors have the power to issue any kind of share or security but subjected to the
restrictions provided by law.
6. Different classes of shares
Class A share will be issued by the company during the time of incorporation. They will be
general shares and will not have any voting rights
Class P shares will be considered as preference shares and will also be a part of the total share
capital of the company as per section 254A(2).
Meeting of the company
Meetings may be regulated by the directors
The meeting must have the legal quorum
Restriction clause
This clause prevents the company from carrying out any activity which is beyond Gold Mining