Constitution listed public company
Constitution of Montezuma Mining Company Ltd
ACN 119 711 929
A public company limited by shares incorporated under the Corporations Act 2001 (Cth)
Adopted by special resolution of the Members on 20 November 2015
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Replaceable Rules 1
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Interpretation 1
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Registered Office 4
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Issue of Shares 4
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Preference Shares 5
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Convertible securities 5
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Participation of Directors in share issue 6
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Acceptance of Constitution by Member 6
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Variation of rights 6
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Shares held upon trust 7
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Shareholding statements and certificates 7
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Lien on Shares 8
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Sale of Shares subject to lien 9
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Calls on Shares 9
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Forfeiture of Shares 11
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Transfer of Shares 13
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Transmission of Shares 15
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Register of Members 17
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Alteration of capital 17
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Reduction of capital 17
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Meetings 18
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Quorum at Meetings 18
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Chairman at Meetings 19
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Conduct of general Meetings 19
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Adjournments and postponement of Meetings 20
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Voting rights of Members 21
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Poll 22
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Casting vote 22
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Proxies 22
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Powers of attorney 25
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Appointing instrument to be deposited with Company 25
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Revocation and invalidity of instruments 26
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Number of Directors 26
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Qualification of Directors, Alternate Directors and Associate Directors 26
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Vacation of office of Director 27
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Appointment and removal of Directors 27
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Offices of profit in Company 28
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Term of office of Directors 28
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Remuneration of Directors 29
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Directorships in other companies 30
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Alternate Directors 31
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Associate Directors 32
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Managing Director 32
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Directors' Meetings 33
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Chairman of Directors 35
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Defective appointment of Directors 35
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Delegation to committees of Directors 35
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Minutes of Meetings 35
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General powers of Directors 36
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Borrowing powers of Directors 36
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Interested Directors 37
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Directors' material personal interests 37
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Directors' financial benefits 37
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Local management 38
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Attorneys for Company 39
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Execution of documentation by Company 39
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Bills of Exchange 40
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Secretary 40
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Public officer 40
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Reserves 40
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Dividends 41
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Election to forego cash dividends 43
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Dividends in specie 44
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Employee bonuses and employee scheme 44
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Capitalisation of profits 44
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Accounts 45
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Directors' report 45
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Distribution of accounts 46
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Inspection of books of account 46
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Accounts conclusive 47
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Audit 47
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Buy-back arrangements 48
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Sale of small holdings 48
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Fractional entitlements and difficulties 50
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Takeover approval provisions 51
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Notice to holders 51
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Confidential information 53
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Notices 54
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Overseas Shareholders 56
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Indemnity and liability of directors and other officers 56
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Restricted Securities 56
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Winding up 57
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Supply of documentation to ASX 57
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Sale of main undertaking 58
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Listing and ASX Settlement Operating Rules 58
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Foreign listing 58
Constitution of Montezuma Mining Company Ltd ACN 119 711 929
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Replaceable Rules
The provisions of the Corporations Act relating to a company's internal management which are described as replaceable rules do not apply to the Company.
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Interpretation
2.1 In this Constitution, unless a contrary intention appears:
ASIC means the Australian Securities and Investments Commission.
ASTC - Regulated Transfer has the meaning given in section 9 of the Corporations Act.
ASX Settlement Operating Rules means the settlement rules of ASX Settlement Pty Ltd and to the extent they are applicable the operating rules of ASX and the operating rules of ASX Clear Pty Limited.
ASX means ASX Limited ACN 008 624 691.
Auditor means the auditor of the Company from time to time. Business Days has the meaning given in the Listing Rules. Call Notice means a notice given under Rule 15.1.
Capital or share capital means the capital for the time being issued for the purposes of the Company.
CHESS has the meaning given in the ASX Settlement Operating Rules.
CHESS holding has the meaning given in the ASX Settlement Operating Rules.
Claim means any threat, claim or proceedings brought or made by a person against another person relating to or arising from any action, claim, Cost, demand, Damage, debt, expense, Liability, Loss, cause of action or proceeding of any kind, howsoever arising.
Company means Montezuma Mining Company Ltd ACN 119 711 929.
Constitution means this Constitution as amended or added to from time to time.
Corporate Representative means an individual appointed as a representative of a body corporate member of the Company under section 250D of the Corporations Act.
Corporations Act means the Corporations Act 2001 (Cth) and any statutory modification amendment or re-enactment of that Act for the time being in force or any later Act relating to companies and for the time being in force in replacement (in whole or part) of that act in the place of incorporation of the Company and a reference to a particular provision of the Corporations Act is a reference to that provision as so modified, amended or re-enacted or contained in any such later Act.
Corporations Regulations means the Corporations Regulations 2001 (Cth) which are made under the Corporations Act as amended or replaced from time to time.
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