Memorandum of Association of APNIC
APNIC Document identity |
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| Title: | Memorandum of Association of APNIC Pty Ltd | ||
| Short title: | memorandum-association | ||
| Document ref: | APNIC-095 | Version: | 001 |
| Date of original publication: | 26 February 1999 | Date of this version: | 26 February 1999 |
| Review scheduled: | n/a | Obsoletes: | APNIC-047 |
| Status: | Active | Comments: | Previously unnumbered. Document number added November 2002. |
Table of contents
1. Name
2. General objects and powers
3. Share capital
4. Service of notice on holders of shares
5. Transfer of registered shares
6. Amendment of Memorandum and Articles of Association
7. Definitions
1. Name
1.1 The name of the Company is APNIC Pty Ltd.
2. General objects and powers
2.1 Objects
The objects for which the company is established are:
- to be a non-profit corporation engaging in or performing all or any act, activity or function which are not prohibited by the Law or by any other law for the time being in force in Australia;
- to borrow or raise money by the issue of debenture stock(perpetual or terminable) bonds, mortgages or any other securities founded or based upon all or any of the assets or property of the Company or without any such security and upon such terms as
to priority or otherwise as the Company shall think fit; and - to do all such other things as are incidental to, or the company may think conducive to, the conduct, promotion or attainment of the objects of the Company including but not limited to delegating to any third party any of the functions or activities
of the Company.
2.2 Powers
The Company shall have all such powers permitted by law for the time being in force in Australia, irrespective of corporate benefit, to perform all acts and engage in all activities necessary or conducive to the conduct, promotion or attainment of the
objects or purposes of the Company.
3. Share capital
3.1 Currency
Shares in the Company shall be issued in the currency of Australia.
3.2 Authorised capital
The authorized capital of the Company is Australian Dollars FIVE THOUSAND (A$5,000.00).
3.3 Classes, Number and Par Value of Shares
The authorized share capital of the Company is made up of ordinary shares divided into five thousand (5,000) shares of A$1.00 par value each with one vote for each share.
3.4 Designations, powers and qualifications of shares
- Subject to the Law, the designations, powers, preferences and rights, and the qualifications, limitations or restrictions of each class and series of shares that the Company is authorized to issue shall be fixed by resolution of the directors, but
the directors shall not allocate different rights as to voting, redemption or distributions on liquidation unless the Memorandum of Association shall have been amended to create separate classes of shares and all the aforesaid rights as to voting,
dividends, redemptions and distributions shall be identical in each separate class. - The rights conferred upon the holders of the shares of any class issued with preferred or other rights shall not, unless otherwise expressly provided by the terms of the issue of the shares of that class, be deemed to be varied by the creation or
issue of further shares ranking pari passu therewith.
4. Service of notice on holders of shares
4.1 Where shares are issued the holder of the share certificate shall be requested to provide the Company with the holder’s or the holders agent’s name, address and e-mail address, if any, for service of any notice, information or written statement
required to be given to members, and service upon such holder or holder’s agent shall constitute service upon the holder of such shares until such time as a new name and address for service is provided to the Company. In the absence of such name, address
and e-mail address, if any, being provided it shall be sufficient for the purposes of service for the Company to publish the notice, information or written statement in one or more newspapers published or circulated within Australia and in such other
place, if any, as the Company shall from time to time by a resolution of directors or a resolution of members determine. The directors of the Company must give at least 14 days’, or such longer time as required by the Law, notice of meetings to members
holding shares.
5. Transfer of Registered Shares
5.1 Registered Shares in the Company may be transferred by any member by an instrument in writing in any usual form or in any other form that the directors approve.
6. Amendment of Memorandum and Articles of Association
6.1 The Company may amend its Memorandum of Association and Articles of Association by a special resolution (as defined in the Law) of the members.
7. Definitions
7.1 The meanings of words in this Memorandum of Association are as defined in the Articles of Association annexed hereto.