Document ID: chunk:federal_register_of_legislation:C2025C00185:section:140
Version: federal_register_of_legislation:C2025C00185
Segment Type: section
Provision Reference: s 140
Character Range: 478631–479799

140  Effect of constitution and replaceable rules
 (1) A company's constitution (if any) and any replaceable rules that apply to the company have effect as a contract:
 (a) between the company and each member; and
 (b) between the company and each director and company secretary; and
 (c) between a member and each other member;
under which each person agrees to observe and perform the constitution and rules so far as they apply to that person.
 (2) Unless a member of a company agrees in writing to be bound, they are not bound by a modification of the constitution made after the date on which they became a member so far as the modification:
 (a) requires the member to take up additional shares; or
 (b) increases the member's liability to contribute to the share capital of, or otherwise to pay money to, the company; or
 (c) imposes or increases restrictions on the right to transfer the shares already held by the member, unless the modification is made:
 (i) in connection with the company's change from a public company to a proprietary company under Part 2B.7; or
 (ii) to insert proportional takeover approval provisions into the company's constitution.