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APNIC Document identity
Title: Memorandum of Association of APNIC Pty Ltd
Short title: memorandum-assocation
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.
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MEMORANDUM OF ASSOCIATION
OF
APNIC Pty Ltd.
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Table of contents
Section Clause
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
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1. Name
1.1 The name of the Company is APNIC Pty Ltd.
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2. General objects and powers
2.1 Objects
The objects for which the company is established are:
a. 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;
b. 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
c. 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.
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3. Share capital
3.1 Currency
Shares in the Company shall be issued in the currency of
Australia.
3.2 Authorised capital
The authorised capital of the Company is Australian Dollars
FIVE THOUSAND (A$5,000.00).
3.3 Classes, Number and Par Value of Shares
The authorised 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
a. 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 authorised 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.
b. 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.
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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 holder's 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.
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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.
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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.
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7. Definitions
7.1 The meanings of words in this Memorandum of Association
are as defined in the Articles of Association annexed
hereto.
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