Companies, Corporate Governance law (business organization)

Replaceable Rules (RR) * After 1/7/98 Co's no longer need to draw up constitution. * S.141 lists the sections in the CL that are RR * S.143: Company's constitution. Can be: - Replaceable Rules (RR) - Own constitution - Mixture of above The term replaceable rules allow a company to replace either all, or some of the rules, with appropriate rules in the company's own constitution. Where the CA states a "replaceable rule for proprietary companies and mandatory rule …

…number of directors as determined by the directors and in the absence of a determination is 2; the individuals attending as proxies or corporate representatives are to be counted towards a quorum. Finally, if the clause is valid by vote on, all the directors would be bind of this provision. To sum up, the replaceable rules allow a company to replace either all, or some of the rules, with appropriate rules in the company's own constitution.