Constitution of Queensland Sugar Limited (ACN 090 152 211)

39 Pages·2010·0.31 MB·English

Constitution of
Queensland Sugar Limited
(ACN 090 152 211)

The Corporations Act
A company limited by guarantee
Incorporated in Queensland
Allens Arthur Robinson
Riverside Centre
123 Eagle Street
Brisbane QLD 4000
Tel [phone]
Fax [phone]
www.aar.com.au
Constitution of Queensland Sugar Limited

Table of Contents
GENERAL 1
1. Definitions 1
2. Interpretation 3
3. Replaceable rules 3
4. Company limited by guarantee 3
5. Actions authorised under the Law and compliance with the Law 4
6. Objects 4
7. Consultation with Sugar Industry Peak Body 4
MEMBERS 5
8. Eligibility for membership 5
8A Election of Elected Holders 5
9. Application for membership 6
10. Register of Members 7
11. Resignation of membership 7
12. Cessation of membership 7
GENERAL MEETINGS 7
13. Power of Directors to convene 7
14. Notice of general meetings 8
15. Quorum 8
16. If quorum not present 8
17. Chair of meetings 9
18. Adjournments 9
19. Passing resolutions 9
20. Voting at general meetings 10
21. Procedure for polls 10
22. Representation and voting of members 11
23. Objections to qualification to vote 13
24. Proxies 13
25. Lodgment of proxies 13
26. Validity of proxies 14
27. Where proxy is incomplete 14
28. Right of officers and advisers to attend general meeting 15
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APPOINTMENT, REMOVAL AND REMUNERATION OF DIRECTORS 15
29. Board Selection Committee: 15
29A. Independent Director Vacancies 17
29B Industry Director Vacancies 18
30. Grower Directors 18
31. Mill Owner Directors 20
32. Chief Executive Officer 21
33. Term of appointment 21
34. Transitional Continuation of Existing Directors 21
35. Remuneration 21
36. Vacation of office 22
37. Retiring allowance 22
POWERS AND DUTIES OF DIRECTORS 23
38. Powers of directors 23
39. Appointment of attorneys 23
40. Negotiable instruments 24
PROCEEDINGS OF DIRECTORS 24
41. Proceedings 24
42. Meetings by technology 24
43. Quorum at meetings 25
44. Chair of Directors 25
45. Proceedings at meetings 25
46. Directors’ interests 25
47. Committees 27
48. Written resolutions 28
49. Defects in appointments 28
CHIEF EXECUTIVE OFFICER 28
50. Power to appoint chief executive officer 28
51. Remuneration 29
52. Delegation of powers to chief executive officer 29
SECRETARIES AND OTHER OFFICERS 29
53. Secretaries 29
54. Other officers 29
SEALS AND EXECUTING DOCUMENTS 30
55. Seals and their use 30
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RECORDS 30
56. Inspection of records 30
NOTICES 30
57. Notices generally 30
58. Notices of general meeting 31
APPLICATION OF INCOME AND PROPERTY 31
59. Application of Income and Property 31
WINDING UP 32
60. Winding Up 32
INDEMNITY 32
61. Indemnity and insurance 32
ACCESS TO DOCUMENTS 33
62. Access to Documents 33
REGISTERED OFFICE 34
63. Registered Office 34
Schedule 1 35
Queensland Sugar Limited's Charter 35
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GENERAL
1. Definitions
The following definitions apply in this Constitution unless the context requires
otherwise.
Chair of Directors means the Director appointed or elected to act as the chair of
meetings of Directors in accordance with Article 44.
Charter means the company's current charter as amended from time to time in
accordance with the Charter's terms. The company's initial charter is set out in
Schedule 1.
Director means a person appointed or elected to the office of director of the
company in accordance with this Constitution.
Elected Holder means a Grower who is elected or appointed as a Grower
Representative to represent a Mill Area in accordance with Article 8A.
Grower Directors means the Directors for the time being elected by the Grower
Representative Members under Article 30.
Grower Representative Members means the Members for the time being who are
Grower Representatives.
Grower Representative means a person appointed from time to time by Australian
Cane Farmers Association Limited and a person appointed from time to time by
Queensland Cane Growers Organisation Limited, in each case as notified in writing
from time to time by the appointor to the company, or an Elected Holder.
Grower means a person who supplies sugar cane under contract to a Mill either
alone or with others, but does not include:
(a) a person who is a Mill Owner; and
(b) a corporation that is a subsidiary of another corporation (within the meaning
of the Corporations Law) when the other corporation is a Mill Owner.
Guarantee Amount means the amount referred to in Article 4(b).
Independent Directors means the Directors appointed by the Board Selection
Committee under Article 29A.
Law means the Corporations Act 2001 (Cth) and the Corporations Regulations 2001
(Cth).
Member means a member for the time being of the company.
Member Present means, in connection with a meeting, a Member present in person
at the venue or venues for the meeting or by proxy, by attorney and, where the
Member is a body corporate, by representative.
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Constitution of Queensland Sugar Limited

Mill means a building or other structure located in Queensland that is equipped for
the manufacture of sugar from cane and is either in operation or not permanently
closed.
Mill Area means:
(a) in relation to a Mill which is supplied by Growers under an agreement with
the Mill Owner which provides that the relevant Growers shall supply sugar
cane to that particular Mill, the area comprising all sugar cane farms that
supply the Mill;
(b) in relation to a group of Mills in a single Region owned by a single Mill Owner
(the Mill Group) which is supplied by Growers under an agreement with the
Mill Owner which provides that the relevant Growers shall supply the Mill
Owner with sugar cane and where the Mill Owner then processes the sugar
cane at any one of the Mills constituting the Mill Group, the area within the
Region comprising all sugar cane farms that supply the Mill Owner of the Mill
Group,
except where the Directors, considering the particular circumstances of a Region,
determine otherwise (provided that following any such determination the total
number of Elected Holders for a Region must equal the total number of Mills in the
Region).
Mill Owner means the owner of a Mill.
Mill Owner Directors means the Directors for the time being elected by the Mill
Owner Members under Article 31.
Mill Owner Members means the Members for the time being who are Mill Owners.
Notice to Terminate means a notice to terminate an agreement for the supply of raw
sugar by a Mill Owner Member to the company for sale to export markets, which is
given by either:
(a) the Mill Owner Member; or
(b) the company (except where the notice to terminate is given by the company
solely on the basis that it no longer wants any further 12 month extension
period to apply on the next 30 June).
Region means each of the following:
(a) the Northern Region;
(b) the Herbert River Region;
(c) the Burdekin Region;
(d) the Central Region; and
(e) the Southern Region,
such regions being as generally understood by participants in the Queensland sugar
industry or, in the event of any conflict or ambiguity, as determined by the Directors.
Seal means any common seal or duplicate common seal of the company.
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Constitution of Queensland Sugar Limited

sugar means all raw sugar, crystal sugar, sugar syrups, inverted syrups, liquid sugar
and any other form of manufactured sugar.
2. Interpretation
Headings are for convenience only and do not affect interpretation. The following
rules of interpretation apply unless the context requires otherwise.
(a) A gender includes all genders.
(b) The singular includes the plural and conversely.
(c) Where a word or phrase is defined, its other grammatical forms have a
corresponding meaning.
(d) A reference to a paragraph or sub-paragraph is to a paragraph or
sub-paragraph, as the case may be, of the Article or paragraph, respectively,
in which the reference appears.
(e) A reference to any legislation or to any provision of any legislation includes
any modification or re-enactment of it, any legislative provision substituted
for it, and all regulations and statutory instruments issued under it.
(f) Section 46(1) of the Acts Interpretation Act 1901 (Cth) applies in relation to
this Constitution as if it were an instrument made under the Law.
(g) Except in so far as a contrary intention appears in this Constitution, an
expression has, in a provision of this Constitution which relates to a particular
provision of the Law, the same meaning as in that provision of the Law.
(h) A reference to a person includes a reference to a natural person, corporation,
trust, partnership, unincorporated body or other entity.
3. Replaceable rules
The replaceable rules contained in the Law do not apply to the company.
4. Company limited by guarantee
(a) The company is a company limited by guarantee
(b) Each Member undertakes to contribute to the property of the company if the
company is wound up while he, she or it is a Member or within 1 year after
he, she or it ceases to be a Member, for payment of the company’s debts and
liabilities contracted before he, she or it ceases to be a Member and of the
costs, charges and expenses of winding up and for the adjustment of the
rights of the contributories amongst themselves, such amount as may be
required, but not exceeding $100 (the Guarantee Amount).
(c) A Mill Owner which owns more than 1 Mill shall be taken, for this and, unless
inconsistent with another express provision of this Constitution, all other
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Constitution of Queensland Sugar Limited

purposes under this Constitution, as having a membership for each Mill it
owns and its liability for the Guarantee Amount shall be calculated
accordingly.
5. Actions authorised under the Law and compliance with the Law
Where the Law authorises or permits a company to do any matter or thing if so
authorised by its constitution, the company is and shall be taken by this Article to be
authorised or permitted to do that matter or thing, unless expressly inconsistent with
any other provision of this Constitution.
6. Objects
(a) The principal object of the company, without limiting its powers under the
Law, is to promote the development of the sugar industry, assisted by the
following objects:
(i) to enhance the efficiency and competitiveness of the Queensland
sugar industry;
(ii) to provide access to markets for the Queensland sugar industry or the
sugar industry elsewhere;
(iii) to enhance the long term economy of the Queensland sugar industry
and the benefits flowing from it to Growers and Mill Owners;
(iv) to encourage initiative, innovation and value adding within the
Queensland sugar industry or the sugar industry elsewhere and
downstream processing of sugar;
(v) to provide timely and relevant sugar market information to Growers
and Mill Owners;
(vi) to market raw sugar in the best interests of Growers and Mill Owners;
and
(vii) to act commercially in the discharge of its functions.
(b) In carrying out its objects, and without limiting its powers under the Law, the
company will seek to pursue the matters provided in the Charter.
7. Consultation with Sugar Industry Peak Body
The company's board will consult with the industry peak body (currently Australian
Sugar Industry Alliance Limited) on those issues of relevance to the company's
marketing activities.
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MEMBERS
8. Eligibility for membership
(a) A person who is a Grower Representative is eligible to be admitted to the
company as a Grower Representative Member.
(b) A person who is a Mill Owner is eligible to be admitted to the company as a
Mill Owner Member.
8A Election of Elected Holders
(a) The Growers owning or leasing sugar cane farms in each Mill Area are entitled
to elect:
(i) in the case of a Mill Area referable to a single Mill, a single Grower
from the relevant Mill Area as an Elected Holder; and
(ii) in the case of a Mill Area referable to a Mill Group, a number of
Growers from the relevant Mill Area equal to the number of Mills in
the Mill Group as Elected Holders,
except where the Directors, considering the particular circumstances of a
Region, determine otherwise (provided that following any such determination
the total number of Elected Holders for a Region must equal the total number
of Mills in the Region).
(b) The first election for Elected Holders shall be held on or before 30 June 2005
and each subsequent election shall be held during the calendar year in which
the third anniversary of the immediately preceding election falls.
(c) If a casual vacancy in the position of Elected Holder arises prior to the third
anniversary of the election of that Elected Holder, then the Chair of Directors,
after consulting with the Australian Cane Farmers Association Limited and the
Queensland Cane Growers Organisation Limited, may appoint a Grower from
the relevant Mill Area to fill the casual vacancy until the next election under
Article 8A(c) of an Elected Holder from that Mill Area.
(d) The election of Elected Holders shall be conducted in accordance with the
following manner and procedure:
(i) the company shall give notice of the election to Growers in a Mill Area
and call for nominations for the position of Elected Holder of a Mill
Area by advertisement in sugar industry magazines and a local
newspaper with circulation in the relevant Mill Area;
(ii) a Grower eligible to be an Elected Holder may collect a nomination
form from the company, a Mill in the Mill Area, the Australian Cane
Farmers Association Limited or the Queensland Cane Growers
Organisation Limited;
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(iii) duly completed nomination forms must be lodged with the company
by 5pm on the nominated due date as if the forms were notices under
Article 57;
(iv) a Grower entitled to vote for an Elected Holder or, in the case of a Mill
Area being referable to more than one Mill, Elected Holders for a Mill
Area may collect voting papers from the company, a Mill in the Mill
Area, the Australian Cane Farmers Association Limited or the
Queensland Cane Growers Organisation Limited;
(v) each Grower will have one vote in the election of an Elected Holder for
a Mill Area irrespective of whether the Grower is a natural person,
corporation, trust, partnership, unincorporated body or other entity;
(vi) voting is on a voluntary basis;
(vii) duly completed voting papers, with such evidence of the Grower's
eligibility to vote in the relevant Mill Area as the company may require,
must be lodged with the company by 5pm of the nominated due date
as if the papers were notices under Article 57;
(viii) the company tallies the valid votes for each Mill Area in the presence
of an independent scrutineer and notifies the Growers of each Mill
Area the successful candidates; and
(ix) otherwise in accordance with such manner and procedure as the
Directors may determine.
(e) Subject to the other provisions of this constitution, an Elected Holder shall
continue to hold that office until midnight on the day that the results of the
next election are declared.
9. Application for membership
(a) With the exception of Elected Holders who shall become Grower
Representative Members upon being elected or appointed, an application for
membership shall be made in writing, signed by the applicant and sent to the
secretary.
(b) At the next meeting of Directors after the receipt of an application for
membership, the application shall be considered by the Directors.
(c) If the Directors conclude that the applicant is eligible to be a Member, the
directors shall accept the application and inform the secretary:
(i) if the applicant is a Grower Representative, to admit the applicant as a
Grower Representative Member; or
(ii) if the applicant is a Mill Owner, to admit the applicant as a Mill Owner
Member.
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