Constitution
Cockatoo Coal Limited ACN 112 682 158
Constitution of Cockatoo Coal Limited
Preliminary 7
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Defined terms 7
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Interpretation 8
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Replaceable rules 9
Shares 9
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Rights 9
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Issue of Shares 9
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Commission and brokerage 12
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Trusts not recognised 12
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Joint holders 12
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Share certificates 12
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Class meetings 13
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Less than Marketable Parcels 13
Calls 15
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General 15
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Instalments and amounts which become payable 15
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Interest and expenses 15
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Recovery of amounts due 16
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Differentiation 16
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Payment of calls in advance 16
Lien and forfeiture 16
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Lien 16
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Lien sale 17
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Forfeiture notice 17
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Forfeiture 18
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Liability of former Member 18
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Disposal of Shares 19
Transfer of Shares 19
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General 19
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Proportional takeover bid 20
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Transfer procedure 21
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Right to refuse registration 21
Transmission of Shares 22
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Title on death 22
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Entitlement to transmission 22
Changes to Share capital 23
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Consolidation or division 23
Powers of attorney 23
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Powers of attorney 23
General meetings 24
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Calling general meeting 24
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Notice 24
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Business 24
Proceedings at general meetings 25
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Member 25
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Quorum 25
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Chairperson 26
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General conduct 26
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Adjournment 26
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Decisions 27
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Taking a poll 27
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Casting vote of chairperson 28
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Admission to general meetings 28
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Auditor's right to be heard 28
Votes of Members 28
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Entitlement to vote 28
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Unpaid calls 29
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Joint holders 29
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Objections 29
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Votes by proxy 30
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Document appointing proxy 30
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Proxy in blank 31
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Lodgement of proxy 31
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Validity 32
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Representatives of bodies corporate 32
Appointment and removal of Directors 32
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Number of Directors 32
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Qualification 33
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Power to remove and appoint 33
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Additional and casual Directors 33
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Retirement by rotation 34
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Nomination of Director 34
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Vacation of office 34
Remuneration of Directors 35
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Remuneration of Non-Executive Directors 35
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Remuneration of Executive Directors 36
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Retirement and termination benefits 36
Powers and duties of Directors 36
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Directors to manage Company 36
Proceedings of Directors 36
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Directors' meetings 36
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Decisions 37
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Directors' interests 37