Constitution of

ABS Proprietary
Ltd. Co.

Table of Contents
Preliminary............................................................................................................... 3
Nature of Company.................................................................................................. 3
Replaceable Rules.................................................................................................... 3
Object................................................................................................................... 3
Shares...................................................................................................................... 3
Share Structure........................................................................................................ 3
Unpaid Shares......................................................................................................... 3
Redemption option................................................................................................... 3
Certificates............................................................................................................. 4
Borrowing Rights........................................................................................................ 4
Transfer of Shares....................................................................................................... 4
Form of Transfer...................................................................................................... 4
Instrument of transfer................................................................................................ 4
Refusal to transfer.................................................................................................... 4
Meetings Proceedings.................................................................................................. 5
Resolutions to members............................................................................................. 5
Who can call meetings.............................................................................................. 5
How to call meetings................................................................................................ 5
Quorum................................................................................................................. 5
Chairman............................................................................................................... 5
Conduct of the meeting.............................................................................................. 5
Resolutions at the meetings...............................................................................6
Adjourned, postponed or cancelled meetings.....................................................6
Directors................................................................................................................ 6
Number of Directors........................................................................................... 6
Appointment of directors.................................................................................... 6
Vacation of office................................................................................................ 6
Remuneration of Directors..................................................................................7
Powers of the Company and Directors...................................................................7
Financial reports.................................................................................................... 7
Auditor................................................................................................................ 7
Financial Reports................................................................................................ 7
Amendment of Constitution...................................................................................8
Winding up............................................................................................................. 8

Preliminary

Nature of Company
The company is a proprietary limited company, made up of shares.
Replaceable Rules
The Corporations Act Replaceable Rules applies to the company.
Object
The objective of the company is to start a graphic designing business.

Shares

Share Structure
The company is made up of two classes of shares
1. Ordinary Shares authorised and issued.
2. Redeemable Preference Shares authorised and issued.
Unpaid Shares
There is no outstanding amount of share. All shares are paid up at their stock price.
Redemption option
The shareholders of the redeemable preference shares are authorised for redeeming the shares
after completion of two years.

Certificates
By the Corporations Act, the company will issue a certificate to each shareholder of each
class registered in their name.

Borrowing Rights

The company doesn't have any borrowings at present. The directors may adopt following the
Act if needed by the corporation.

Transfer of Shares
Form of Transfer
The member holding the share can move his share after one year of completion. The transfer
must take place in compliance with the Constitution.
Instrument of transfer
The instrument of transfer of shares must be in writing with director's approval on it. It must
be stamped correctly and share certificate must be attached to it.
Refusal to transfer
In any violation of the Corporations Act, the company has the right to refuse the transfer of
the share.

Meetings Proceedings
Resolutions to members
The resolutions passed by the company in the meetings must be signed by the members in
writing.
The company may in some cases pass resolutions in compliance with the Act and this
Constitution.
Who can call meetings
The directors can call for the meetings of members at the place and time resolve.
Members may also call for meetings in agreement with the Corporations Act.
How to call meetings
A proper notice must be sent to all the members and directors of the company along with any
auditor, if any. The notice should be forwarded before the prescribed time limit.
Quorum
The presence of a quorum is the foremost requirement of any meetings. In case the quorum is
absent, the meeting will stand cancelled.
Chairman
The chairperson of the meeting must be present throughout the meeting.
If the chairperson is not present in the meeting, then the directors can vote and select another
person as a chairperson for that meeting.
Conduct of the meeting
As per the Corporations Act, Chairman is responsible for the behaviour of the session
properly.

The Chairman may delegate his powers.

Resolutions at the meetings
A resolution will be passed if the majority of the votes are for the decision in compliance with
the Corporations Act.
The decision must be entered in the minutes of the meetings after the chairperson approves
that the resolution is passed by the show of hands or by the votes.
Adjourned, postponed or cancelled meetings
As per the Corporations Act, the chairperson has the right to adjourn the meeting to any other
day, time and place. The meeting will also stand to suspend if the majority of members
demands it.
The unfinished business will only be taken care of at the adjourned meetings.
Only the chairperson has the right to adjourn the meetings.
The directors may give a notice cancelling or postponing the meetings of members not less
than five days before the time of the meetings.

Directors
Number of Directors
The company must consist of more than one director but less than nine directors.
Appointment of directors
Subject to Corporations Act, the first directors are the people specified in the registration
form of the company.
A director is not a member of the company.

Vacation of office
Pre-notice must be given by the director before vacating the office
The company may by passing a resolution ask a director to leave his office
In the following situations a director ceases to be a director of the company:

He is found insolvent;
He becomes of unsound mind or is mentally unhealthy;
He is removed as per the Constitution;
The Corporations Act asks so.

Remuneration of Directors
The payment approved by the Government will be the remuneration payable to the directors.

Powers of the Company and Directors

The company can exercise any power that a proprietary limited company by shares has as per
the Corporations Act.
The directors of the company will manage the business of the company.
The directors have all the powers on the company except those that require exercise in the
general meetings by the Corporations Act.

Financial reports
Auditor
An Auditor must be appointed by the directors of the company to be the auditor of the
company. The auditor will have all the rights reserve as provided by the Act.

Financial Reports
A written record of all the financials must be kept with ABS, correctly explaining the
financial position and transactions done by the company. The Financial Reports must give a
true and fair view of all the financials of the company.

Amendment of Constitution
The constitution may be amended by the Corporations Act.

Winding up
In the case of winding up of the company, after paying off the debts and clearing all the
liabilities, the surplus can be distributed to the members of the company proportionately. Any
assets present must all be circulated in the similar manner. No member must accept any
property having liability attached to it.