留學生公司法英語essay寫作-Corporations Law

 

Introduction 

A constitution is a basic managing rule for the company. From the constitution basic information about the company could be seen . 

 

Answers for the questions 

 

1. From the contents of the shares, and the form of general meeting, we could know that Wesfarmers Limited is not a proprietary company but a public company. A preference share is just exist in the public company. 

 

2. A public company has its own public responsibility for the society, so the conver is much strict than other form.  According to the constitution of the Wesfarmers, it could not convert to proprietary company.

 

3. if the constitution is amended , a director meeting should be hold. 

憲法是一個基本的管理規則為公司。從對公司章程的基本信息，可以看到。

 

對問題的答案

1。從股票的內容，和一般的會議形式，我們可以知道，Wesfarmers有限公司是不是一個專有的公司，公共公司。一個優先股只是存在于公有公司。

 

2。公共公司擁有自己的公共責任的社會，因此將比其他形式更嚴格。根據對西農的憲法，它不能轉換為控股公司。

 

3。如果憲法修改，董事會應持有。

 

4. A quorum is a lawer or other law worker for the company. A quorum could give some legal advices which make the company far from the legal risk.

 

5. if a quorum is not present for a general meeting of members that was called at the request of members ,only when the members who must attend the meeting is fit to the request ,the meeting could be called. If not, the meeting must be dissolved. In some other situations, the meeting could be stands adjourned to another time. But the meeting may be at the same place. This was decided by the directors. If the directors do not make decisions on this, then the meeting will be hold at the same time and the same place in the next week. If the meeting was adjourned, at the time the meeting was hold, if the directors still were not at the legal number, then the meeting will have to be dissolved again.

 

6. The caulse 7.6 (b) gives the directors the authority to issue shares in the company.

 

7. Preference share is a special stock which has both equity and a debt instrument. It is generally considered to be a hybrid instrument.  The holder of preference share usually does not have the voting rights. According to the constitution rules, the company could issue the shares as follows: shares at the option of the company ; shares at the company ; shares at holder who are liable to be redeemed; share which are convertible into ordinary shares. The holder of the preference share have the rights in winding up and meanwhile on redemption to payment in priority to the ordinary shares as follows: amount of dividend accrued will not be paid on the share when the company is in the process of winding up. Or when the company is in the process of redemption; any additional amount specified in the terms of issue.優先股是一種特殊的股票，股權和債務工具。一般認為它是一個混合的儀器。優先股的持有者通常沒有表決權。根據憲法規定，公司可以發行股票如下：在選擇的公司的股票；在公司的股份；股份持有人可贖回的份額；可轉換為普通股。的優先股持有人有權在卷繞和同時贖回優先支付普通股股利金額如下：應將不會在分享的時候，公司在清算過程中支付。當公司在救贖過程的任何額外款項的問題；在規定的條款。#p#分頁標題#e#

 

8. Sharon just could commence proceedings against Wesfarmers. The product is buied from the company not from the directors. According to the constitution of Wesfarmers, a director is just a shareholder or a manager of the company. The director could stand for the company but the director is not the main body of this relationship. 

 

9. The reference of the listing rules includes the variation, consolidation and replacement of the rules. At the same time it was taken to be subject to any applicable waiver. In other situation, it was taken to subject to exemption. Meanwhile, if a word or phrase is given a particular meaning, other parts of speech and grammatical forms of that word or phrase have corresponding meanings.

 

10. According to the constitution, it applies Wesfarmers.

 

11. The principle of the limited liability of shareholders means that the shareholders just has the liability which is match to its share and did not take responsibility which is more than its value of share.  

 

When the company is wound up, if the company has sufficient property. Then the property must pay the follow item first: the debts; liabilities of the company; costs; charges; expenses of the winding up. After paying this, if there still has the excess, then the excess must be divided among the members in proportion to the members of shares held by them.

 

12. The directors of Wesfarmers are not obliged to pay a dividend to shareholders each year. There exist a situation that , the directors has the right to rescind the decision of paying a dividend. At the time before the payment date, the financial position of the company is not justifies the payment any more.

 

13. According to 5.5(c), if a member of the company dies, if the deceased was on his own, a sole holder, then the legal personal of the company could present the deceased. If the deceased was a joint holder, then the survivor could present the deceased. Where a member dies, the only persons the company will recognize as having any title to the member’s shares or any benefits accruing on those shares are: 

 

14. The directors present may choose one of their numbers to preside as chairman if, at a general meeting: 

(1)  There is no chairman or deputy chairman of directors; 

(2)  Neither the chairman nor the deputy chairman of directors is present within 

15 minutes after the time appointed for the meeting; or 

(3)  Neither the chairman nor the deputy chairman of directors is willing to act as 

Chairman of the meeting.

 

15. Trevor Eastwood is the chairman of Wesfarmers.

 

16. it was decided by a poll. The terms are used in corporate law to distinguish between types of votes at general meetings of shareholders. A vote on a show of hands just counts up the PEOPLE voting for and against . It takes no account of the number of votes that each voter may have.  A poll vote takes into account the number of shares that a voter has. #p#分頁標題#e#

 

17. Quoc can not call a meeting of members of Wesfarmers and propose a resolution rejecting the decision of the directors to build a new Buntings store in Burwood.

 

18. They can not participate. If the number of the directors at the meeting could not reach to the voting number, then the meeting should not be hold.

 

19. The chairman could resolve the impasse, according to the constitution, a poll may be demanded by: (1) the chairman of the meeting; (2) at least 5 members entitled to vote on the resolution; or (3) members with at least 5% of the votes that may be cast on the resolution on a poll. So based on this, the chairman could resolve the impasse directly or the chairman could judge the poll of the directors.

 

20. Delegation to a director: The directors may delegate any of their powers to one director. A director to whom any powers have been so delegated must exercise the powers delegated in accordance with any directions of the directors. 

The acceptance of a delegation of powers by a director may, if the directors so resolve, be treated as an extra service or special exertion performed by the delegate for the purposes of rule 7.3(g).

 

21. If the company is wound up, the liquidator may, with the sanction of a special resolution: (1) divide amongst the members the whole or any part of the company’s property; and (2) decide how the division is to be carried out as between the members or different classes of members.

 

22. According to the constitution, the director of the company has the right to carry the company in a contract. If the director carries the company in a contract, the director has the obligation on the good paith and for the good interests of the company.

 

23. according to the constitution, any Seal adopted by the company as a Seal immediately before this constitution is adopted is taken to be a Seal which the company has under a relevant authority given by this constitution; A director who is interested in any contract or arrangement may, despite that interest, witness the fixing of the Seal to any document evidencing or otherwise connected withthat contract or arrangement. he directors may decide either generally or in a particular case that the Seal and the signature of any director, secretary or other person is to be printed on or affixed to any certificates for securities in the company by some mechanical or other means.

 

24. Without limiting any other way in which notice may be given to a member under this constitution, the Act or the Listing Rules, the company may give a notice to a member by: (1)  delivering it personally to the member; (2)  sending it by prepaid post to the member’s address in the register of members or any other address the member supplies to the company for giving notices; or (3)  sending it by fax or other electronic means (including providing a URL link to any document or attachment) to the fax number or electronic address the member has supplied to the company for giving notices.#p#分頁標題#e#

 

25. Proxy is the person who was given the rights to represent the company to deal something. First the proxy must be a member of the company. Second, the proxy must have the authorization from the director who was represented.one representative could not be appointed by a shareholder. If this happens, then the vote will have no power in voting.

 

26. according to the s.182 of the Corporations Act: as s director of the company must not improperly use their position to get some advantage for themselves. Also as a secretary of the company, also could not do this. Officer or employee could not do this too. The members above also could not cause detriment to the company. Besides, if a person is involved in a contravention of subsection, this person also could not involve in a contravention of subsection.

 

27. if the company intend to change the name of the company, first , the decision should be passed by the general meeting. Then the company should be register in the redistration authority.

 

28. In the institution, it allows the directors contract with the company and hold other offices. In the Corporations Act, there just has the rule on the loyal obligation. That means that the directors could not work for the company which has the relationship of competition with the company. The clause in the institution is not break the rule in corporation act, the director could work for other office, but the directors still should protect the interests of the company and could not have the behavior which is harm for the company.

 

Conclusion 

 

Constitution is the law of a company. The content of the constitution must not be against with the corporations act.  And under this condition, the company could make its own constitution to run the company. Generally speaking, in a institution of a company, the basic information could find. Institution to a company just like a constitution for a country.

 

Reference 

 

1. Michael Adams.2005. Australian Essential Corporate Law 2/EAustralian SeriesCavendish essential seriesAustralian essential series. Routledge,press.

2. Roger Mason.2011. www.400190.com Company Articles and Company Constitution. Thorogood press.

3. AIIA.2012. Company Constitution. http://www.aiia.biz/experts/pyms/company-constitution

4. Islamic Finance.2012. The Principle Of Limited Liability. http://www.kantakji.com/fiqh/Files/Finance/Limited%20Liability.htm

5. James Lucas.2011. Company Constitution: The Teen CEO. CreateSpace press.#p#分頁標題#e#

6. Blurt it.2012. What Is The Difference Between Voting By Hands And Poll?. http://www.blurtit.com/q366262.html