Brisbane Gas Company Acts Amendment Act of 1952 (No. 2) (1 Eliz Ii No. 54) (Qld)

COMPANIES. 1 E liz . II. No. 54,1952. Brisbane Gas Company, Etc., Act (No. 2). 477 COMPANIES. (1) Briosbfa 1 n 9 e 52 G(aNsoC. 2o) mpany. . Acts A. . mend.m.ent A .. ct 1 Eliz. II. No. 54 (2) Trustee Companies Act of 1952 .. .. 1 Eliz. II. An Act to Provide for the Registration of The Brisbane Gas Company under “ The B risbane Companies Acts, 1931 to 1942,” and to oo £J« t Amend “ The Brisbane Gas Company Acts, 1864 to 1952,” accordingly, and for other 1952 <No 2) purposes. [A ssented to 18 th D ecember , 1952.] B E it enacted by the Queen’s Most Excellent Majesty, by and with the advice and consent of the Legis­ lative Assembly of Queensland in Parliament assembled, and by the authority of the same, as follows:— 1. This Act may be cited as “ The Brisbane Oas Short title Company Acts Amendment Act of 1952 (No. 2),” and construction, shall be read as one with *“ The Brisbane Cas Company Acts, 1864 to 1952,” herein referred to as the Principal Act. The Principal Act and this Act may be cited as Collective “ The Brisbane Gas Company Acts, 1864 to 1952.” tltle‘ 2. (1.) Subject to the provisions of this section Registration The Brisbane Gas Company may register under f“ The Brisbane Gas Companies Acts, 1931 to 1942,” as a company limited Company by shares under the name of Brisbane Gas Co. Ltd. 'companies * (2.) For the purposes of its registration under f“ The Companies Acts, 1931 to 1942,” as a company limited by shares the form of the constitution of The Brisbane Gas Company shall be, and is hereby, altered by substituting the memorandum and articles of association set out in the Schedule to this Act for the indenture or deed of settlement recited in {“ The Brisbane Gas Company Act of 1864.” i93140 The provisions of f“ The Companies Acts, 1931 to 1942,” with respect to the making and confirmation by the court of an alteration of the objects of a company * 28 V. and amending Acts, t 22 G. 5 No. 53 and amending Acts. t 28 V.

478 COMPANIES. Brisbane Gas Company, Etc., Act (No. 2). 1 E liz . II. No. 54, shall not apply to the alteration under and by virtue of this section of the objects of The Brisbane Gas Company, but on the registration thereof being certified by the Registrar of Companies the memorandum and articles of association set out in the Schedule to this Act shall apply to the said company in the same manner as if that memorandum and articles were duly substituted for the aforesaid indenture or deed of settlement in compliance in every respect with the provisions of *“The Companies Acts, 1931 to 1942,” respecting such a substitution, and the aforesaid indenture or deed of settlement shall cease to apply to the said company, and thereafter that memorandum may be amended in the manner, to the extent, and subject as provided in and by the provisions of section seventeen of *“ The Companies Acts, 1931 to 1942,” and such articles may be amended as provided in and by section twenty-two of that lastmentioned Act. (3.) The provisions of Part XII. of *“ The Companies Acts, 1931 to 1942,” applicable with respect to the registration under those Acts as a company limited by shares of a joint stock company as defined in section three hundred and forty-three thereof shall apply with respect to the registration of The Brisbane Gas Company under those Acts as a company limited by shares save and except that the following provisions of the said Part XII. shall not so apply, namely:— (i.) Paragraphs ( d ) and (e) of subsection two of section three hundred and forty-two thereof; (ii.) Paragraph ( h) of section three hundred and forty-four thereof; (iii.) Paragraph (i.) of section three hundred and fifty-five thereof; and (iv.) Subparagraph (c) of paragraph (ii.) of section three hundred and fifty-five thereof to the extent to which that subparagraph (c) could, except for this paragraph (iv.), be construed as preventing The Brisbane Gas Company from amending as hereinbefore provided in this Act the memorandum and articles set out in the Schedule to this Act: Provided that such registration shall be assented to by a resolution of the directors for the time being of The Brisbane Gas Company and that there shall be * 22 G. 5 No. 53 and amending Acts.

1952. COMPANIES. Brisbane Gas Company, Etc., Act (No. 2). 479 delivered to the Registrar of Companies a printed copy of the memorandum and articles of association set out in the Schedule to this Act verified as required by section three hundred and forty-six of *“ The Companies Acts, 1931 to 1942.” (4.) The registration of the said company under *“ The Companies Acts, 1931 to 1942,” as a company limited by shares shall not prejudice or affect howsoever any of the provisions of f“ The Brisbane Gas Company Acts, 1864 to 1952,” as in force on and from the date of such registration and the said company shall continue to have and enjoy the rights, powers, authorities, and functions and to be subject to the duties, obligations and responsibilities conferred or imposed upon it by those lastmentioned Acts accordingly. Furthermore, the registration of the said company under the changed name of Brisbane Gas Co. Ltd. shall not affect the continuity of the identity or any rights or obligations of the company, or render defective any legal proceedings by or against the company, and any legal proceedings that might have been continued or commenced by or against it by its former name may be continued or commenced by or against it in its new name. 3. Sections one, 2 a , two, and four of the Principal Repeal of Act are repealed as on and from the date when The and 4 .2A’ Brisbane Gas Company registers under *“ The Companies ■ Acts, 1931 to 1942,” as a company limited by shares. 4-. Section 5 a of the Principal Act is amended, as Amendment on and from the date when The Brisbane Gas Company ofs' 5A' registers under *“ The Companies Acts, 1931 to 1942,” as a company limited by shares,— (a) By repealing in subsection one thereof the words “ or in the said indenture or deed of settlement ”. ( b) By repealing subsection two thereof. 5. Sections six, seven, eight, nine and ten of the Repeal of Principal Act are repealed on and from the date when 8’9 The Brisbane Gas Company registers under *“ The Companies Ads, 1931 to 1942,” as a company limited by shares. * 22 G. 5 No. 53 and amending Acts, f 28 V. and amending Acts.

480 COMPANIES. Brisbane Gas Company, Etc., Act (No. 2). 1 E liz . II. No. 54, SCHEDULE. (P art I.) *“ The Companies Acts , 1931 to 1942.” A C ompany L imited by S hares . M emorandum of A ssociation of B risbane G as C o . L td . 1. The name of the company is “ Brisbane Gas Co. Ltd." 2. The registered office of the company will be situated in Brisbane in the State of Queensland or such other place in the said State as the directors thereof may from time to time appoint. 3. The objects for which the company is established are :— (1.) To carry on directly or by medium of any subsidiary all or any of the businesses of— (i.) the production, sale and supply of gas derived from coal or briquettes or from oil or any other mineral or from any other source whatsoever ; (ii.) the gasification of coal by the Lurgi high pressure gasification process or by any other process by which gas may be produced ; (iii.) the recovery, manufacture and sale of coke, tar, pitch, asphaltum, ammonia, dyes and other residual and synthetic products and by-products and residuals arising in the manufacture of gas ; (iv.) the winning, manufacture and processing of coal, briquettes and other fuels of any nature and their by-products ; (v.) the purification and reticulation of gas ; (vi.) the production, manufacture, recovery, acquisition, treat­ ment, processing, transformation, extraction, vending and dealing in any coal and any derivatives thereof, briquettes and any other product thereof, minerals and mineral oils, plastics and other chemical and synthetic products, organic chemicals, industrial gases and any raw materials natural or processed capable of being used in or as incidental to or conveniently associated with the production of gas ; (vii.) the manufacture and sale of or vending or dealing in cooking, heating, lighting, cooling, household or industrial appliances, apparatus and fittings used in connection with the use or consumption of gas or other fuels ; (viii.) the production and sale or vending and dealing in any substances natural or processed capable of being utilised as fuel; (ix.) the establishment and operation of plants, manufactories, laboratories and undertakings for the production or treatment of any substances or things in which the company is concerned or interested. * 22 G. 5 No. 53 and amending Acts.

COMPANIES. 1952. Brisbane Gas Company, Etc., Act (No. 2). (2.) To develop and exploit the production and use of gas from any coal and briquettes and for such purposes to engage in research, conduct experiments, establish plants including pilot plants, lay pipe lines and generally to engage in such activities as may contribute to the development, exploitation and use of the production of gas from any coal and briquettes and either alone or in partnership or conjunction with any other person or corporation o; with any authority or public body. (3.) To purchase, take on lease, or otherwise acquire and to sell, lease, let on hire or otherwise deal with any real and personal property, including any mines, mining rights, and metalliferous land and any interest therein, and any concessions, monopolies, options, licenses or rights in relation thereto, and to explore, work, exercise, develop, and turn to account the same. (4.) To crush, win, get, quarry, smelt, calcine, refine, dress, amalgamate, manipulate and prepare for market ore metal and mineral substances of all kinds and to carry on any other metallurgical operations which may seem conducive to any of these objects. (5.) To buy, sell, manufacture and deal in minerals, plant, machinery, implements, conveniences, provisions and things capable of being used in connection with metallurgical operations or required by workmen and others employed by the company. (6.) To construct, manufacture and maintain works for manufac­ turing, holding, receiving, purifying and reticulating gas and all other buildings and works, meters, pipes, fittings, machinery, apparatus and appliances convenient or necessary for the purposes of the company. (7.) To acquire, construct, carry out, maintain, improve, manage, work, control and superintend any roads, ways, tramways, railways, bridges, pipe-lines, reservoirs, watercourses, aqueducts, wharves, furnaces, sawmills, crushing works, hydraulic works, electrical works, factories, warehouses, shops and other works and conveniences which may seem directly or indirectly conducive to any of the objects of the company and to contribute to subsidise or otherwise aid or take part in any such operations. (8.) To carry on any other business whether trading, manufac­ turing or otherwise which may seem capable of being conveniently carried on in connection with any of the above or calculated directly or indirectly to enhance the value of or render profitable any of the property or rights of the company. (9.) To advance and lend money with or without security and to undertake obligations and liabilities and execute bonds and guarantees of any kind whether on behalf of the company or otherwise and in particular for companies in which the company is a shareholder or otherwise directly or indirectly interested. (10.) To borrow or raise money in such manner and upon such terms as may seem expedient and to issue debentures, debenture stock charged upon the undertaking of the company or obligations with full power to make the same transferable by delivery or by instrument of transfer or otherwise and either perpetual or terminable and either redeemable or otherwise. Q 481

482 COMPANIES. Brisbane Gas Company, Etc., Act (No. 2). 1 E liz . II. No. 54, (11.) To give any guarantee in relation to the payment of any debentures, debenture stock, bonds, obligations or securities and to guarantee the payment of interest thereon or of dividends on any stock or shares of any company and generally to give any guarantee for the payment of money or the performance of any obligation or undertaking. (12.) To purchase, take on lease, exchange or otherwise acquire, improve, develop, exercise all rights in respect of lease, mortgage, sell, dispose of, turn to account, place under option and otherwise deal with real or personal property of any description or any easements or rights over or connected therewith. (13.) To acquire, take over or undertake the whole or any part of the undertaking, assets, business, goodwill, property, rights, liabilities, contracts, and engagements of any person, firm, company, government or public body carrying on any business which the company is authorised to carry on or possessed of property or rights suitable for any of the purposes of the company or of any subsidiary company. (14.) To improve, alter, demolish and develop any property owned or leased by the company or over which it has any rights and to erect on any land purchased or leased or otherwise acquired, maintain and alter any factories, warehouses, workshops, engine houses, boiler houses, cottages, offices or other buildings and generally to use the company's property to the best advantage. (15.) With a view to turning to account any property or rights of the company or for the purpose of investigating the value of any property or rights proposed to be acquired by the company,to undertake explorations, investigations, experiments, trials, and enquiries and to obtain the opinions or reports of experts or others and generally to procure and pay the expenses of procuring any information whether general or particular relating to any properties or rights or the opportunities of establishing or carrying on any business or under­ taking. (16.) To apply for purchase or otherwise acquire and to sell, mortgage, charge, lease, grant licenses in respect of or otherwise deal with or dispose of any patents, patent rights, and privileges improved or secret processes, inventions, licenses, concessions, and the like, conferring any exclusive or non-exclusive or limited right to use any secret or other information which may seem capable of being used for any of the purposes of the company or the acquisition of which may seem calculated directly or indirectly to benefit the company and to use, exercise, develop, or to grant licenses in respect of or otherwise turn to account the property rights or information so acquired. (17.) To enter into agreements with persons, companies and corporations whether in Australia or overseas for the supply of goods, plant and machinery, technical and other information either by or to the company in any way which may appear to be of assistance in the general conduct of the company's affairs. (18.) To pay for any rights, property or privileges acquired by the company or any services rendered to the company or satisfy any debt, liability, or obligation of the company either wholly or partly in debentures, debenture stock or other securities of the company.

COMPANIES. 1952. Brisbane Gas Company, Etc., Act (No. 2). (19.) To give guarantees, bonds and indemnities and to make, draw, accept, endorse, execute, discount, issue and negotiate bills of exchange, promissory notes, drafts, bills of lading, debentures and all or any negotiable or transferable instruments. (20.) To receive money on deposit from any person, firm, company or corporation either at call or for such period or periods and upon such terms and conditions as the board of directors of the company thinks fit. (21.) To pay any commission or brokerage for the purpose of securing the subscription of any shares, debentures, or debenture stock of the company or any company promoted by the company or in which the company is or intends to be interested and generally to remunerate any person or company (whether in a fiduciary position towards the company or not) for underwriting such capital or for services rendered or to be rendered in placing or assisting to place or guaranteeing the placing of any of the securities of the company. (22.) To adopt such means of making known any business or products of the company or of any of its subsidiary companies as may seem expedient. (23.) To sell, lease, charter, place under option, exchange, convert into money, dispose of, or otherwise deal with absolutely or conditionally real or personal property, land, assets, effects, rights, privileges and concessions of the company for such consideration as the company may think proper. (24.) To enter into contracts with any government, public body, company or person as may seem expedient and to make and carry into effect or determine arrangements with manufacturers, railway and shipping companies, proprietors or charterers of shipping, carriers, proprietors of steam, electrical, or other mechanical power and other persons or companies or with any government or authority, municipal, local or otherwise, and to obtain any rights, privileges and concessions which may seem desirable. (25.) To carry on, assist, subsidise, finance, contribute to or take part in any business undertaking, venture or enterprise which may seem to the company capable of being conveniently carried on in connection with the company or calculated directly or indirectly to enhance the value of or render profitable any of the company’s property or rights. (26.) To obtain any Act of Parliament, Provisional Order or other necessary authority for enabling the company to carry any of its objects into effect or for effecting any modification in the company’s constitution or for improving the title or tenure of the company’s property or for any other purpose which may seem expedient and to oppose any proceedings or applications which may seem calculated directly or indirectly to prejudice the company’s interests. (27.) To apply to any court, magistrate or person in authority for any license, right or privilege to conduct or carry out any object of the company and to hold any such license, rights or privilege either in the name of the company or through any trustee, director, manager or other person acting for and on behalf of the company. 483

484 COMPANIES. Brisbane Gas Company, Etc., Act (No. 2). 1 E liz . II. No. 54, (28.) To take part in the management supervision or control of the whole or any part of the business or operations of any person, firm or company and for that purpose to appoint and remunerate and indemnify any directors, accountants, solicitors or other experts or agents. (29.) To promote any company or companies for the purpose of acquiring all or any of the property and liability to this company or for any other purposes which may seem directly or indirectly calculated to benefit this company. (30.) To amalgamate with any other company having objects altogether or in part similar to those of this company. (31.) To sell or dispose of the undertaking of the company or any part thereof for such consideration as the company may think fit and in particular for shares, debentures or securities of any other company having objects altogether or in part similar to those of this company. (32.) To establish and cause to be kept branch registers of share holders and to take any steps considered expedient to give the company the same rights and privileges in any part of the world as are possessed by local companies or partnerships of a similar nature. (33.) To procure the company to be registered in any place outside the © State of Queensland and to provide a local seal for use at any branches or agencies of the company. (34.) To enter into partnership or into any arrangement for sharing of profits, union of interests, corporation, joint adventure, reciprocal concessions or otherwise with any Government, public body, person or company in such manner and on such terms as may be deemed advisable. (35.) To establish and form or assist in establishing and forming and to support, aid and join any association or body engaged in scientific or industrial research calculated in any way to benefit the company and to subscribe to the same such money as the company may think expedient and to agree to be bound by the decision and actions of and to do or join in doing all such acts and things as may be decided upon by the governing authorities of any such association or body in accordance with the rules or articles thereof. (36.) To give donations, subsidies or contributions to any association or body engaged in scientific or industrial research and to establish and support or aid in the establishment and support of associations, institutions, funds or trusts calculated to benefit officers, employees or ex-employees of the company or of any of its subsidiaries or the dependants or connections of such persons and to grant pensions and allowances and to make payments towards insurance and to donate, subscribe or guarantee money for charitable or benevolent objects or for the alleviation of distress or for any exhibition or for any public, general or useful object. ~ (37.) To invest any moneys of or held by the company in such investments or securities or in such other manner as the company may think expedient.

COMPANIES. 1952. Brisbane Gas Company, Etc., Act (No. 2). Acts to The Companies (38.) To pay all costs and expenses of and in connection with or incidental to registration of the company under *“ , 1931 1942,” and to the formation and establishment of any company in which the company is or may contemplate being interested. (39.) To exercise and carry into effect any powers or authorities and to perform any duties or obligations conferred or imposed on the company by any Statute. (40.) To construct, execute, carry out, equip, improve, work, develop, administer, regulate, manage or control establishments and conveniences of all kinds including public buildings, markets, shops, hospitals, dwelling houses and recreation facilities which may seem directly or indirectly to enhance the value of any property in which the company is interested or which may directly or indirectly further any of the objects of the company. (41.) To protect, insure or otherwise safeguard any property, rights or interests of the company. (42.) To do all such other acts and things as the company may consider incidental or conducive to the attainment of the above objects or any of them. And it is hereby declared that the intention is that the company shall have power to do any of the matters herein mentioned (whether in one or more paragraphs) apart from or in addition to any other of the said matters and none of the general or other descriptions given in this clause shall be limited or restrained by reference to the name of the company or by reference to matters of the same or some similar kind to those elsewhere in this clause mentioned or referred to or be otherwise limited or restrained by any other part of this clause not containing an express limitation or restraint nor by any inference to be drawn from such other part and so that the objects specified in this memorandum may be carried out and acted upon in as full and ample a manner and construed in as wide a manner as if each of the paragraphs hereof defined separate and independent objects. And further that the word “ company ” in this memorandum when not applied to this company shall be deemed to include any partnership or other body of persons whether incorporated or not incorporated and whether domiciled in Queensland or elsewhere and whether now existing or hereafter to be formed. 4. The liability of the members is limited. 5. The share capital of the company is two million pounds (£2,000,000) divided into 400,000 shares of £5 each. 6. The company shall from time to time have power to increase the capital and to divide the capital for the time being into different classes and denominations and to attach thereto respectively any preferential, special, qualified or deferred rights, and may subdivide or consolidate its shares. 7. Any of the shares of the company’s capital may be held in reserve until such time as the directors in their discretion shall think fit. • * 22 G. 5 No. 53 and amending Acts. 485

486 COMPANIES. Brisbane Gas Company, Etc., Act (No. 2). 1 E liz . II. No. 54, 8. Any of the shares in the company from time to time may be issued as fully or partly paid up, and any shares in the company may be issued with any such guarantee, or any such right of preference, whether in respect of dividend or of repayment of capital or both, or any such other special privileges or advantage over any shares previously issued, or then about to be issued, or at such premium, or with such deferred rights, as compared with any shares previously issued or then about to be issued, or subject to any such conditions or provisions, and with any special right or without any right of voting, and appointing and removing directors, and generally on such terms as the directors may from time to time determine and may be reclassified, or may be all converted into one class. (P art II.) A rticles of A ssociation of B risbane G as C o . L td . Table “A” not to apply. *“ The Companies Acts to Table “A” 1. The provisions contained in Table “A” in the first Schedule not to apply, to , 1931 1942,” shall not apply to this company. , Interpretation. Iaterpreta- 2. In these presents the words hereinafter contained shall bear tion. the meaning set opposite to them respectively if not inconsistent wdth the subjeot or context:— “ These presents ” shall mean these articles of association and the regulations of the company from time to time in force; “ Company.” The expression “ The Company ” shall mean Brisbane Gas Co. Ltd.; Companies Acts, to The “ Special Resolution ” and “ Extraordinary Resolution ” have the meanings assigned thereto respectively by *“ 1931 1942 ” ; “ Directors ” means the directors for the time being of the company; The Companies Acts to “ Register ” means the register of members to be kept pursuant to Section 107 of *“ , 1931 1942 ” ; “ Month ” means calendar month ; “ In writing ” and “ written ” includes writing, typing, printing, lithography and other modes of representing or reproducing words in visible form ; “ The Board ” means the board of directors of the company ; “ Abroad ” means any part of the world outside Australia ; 44 Statutes ” means the statutes of Queensland or of the * Commonwealth of Australia ; * 22 G. 5 No. 53 and amending Acts.

COMPANIES. 487 1952. Brisbane Gas Company, Etc., Act (No. 2). “ Member ” means registered shareholder of the company; “ Dividend ” shall include “bonus”; “ Year ” shall mean the financial year of the company; “ Secretary ” shall include an acting secretary ; “ The Act ” shall mean *“ The Companies Acts, 1931 to 1942,” and any modifications or re-enactment thereof; “ Office ” means the principal registered office of the company ; “ Debenture ” shall include “ debenture stock ” ; vice versa Words importing the singular number only shall include the plural number and ; Words importing any gender shall include the other genders; Words importing persons shall include corporations, associations or partnerships; and Words having a defined meaning under the Act shall have the same meaning in these articles. The marginal notes shall not affect the interpretation of these articles. 3. None of the funds of the company, or of any subsidiary thereof Company shall be employed in the purchase of or lent on shares of the company.not to lend Prelimi . nary. purchase its own shares. 4. It shall be no objection to any agreement for the acquisition of or dealing with any property including shares in any other company that any vendor or any director of a vendor company is a promoter or director of this company and in a fiduciary position towards this company or that the directors of this company do not in the circumstances constitute an independent board and every member ofthis Company present and future is to be deemed to join this company on this basis. 5. The directors shall pay out of the assets of the company all costs, charges and expenses including stamp duties, registration fees and legal and other expenses of and incidental to the registration of the company under the Companies Acts and whether such costs, charges and expenses shall have been incurred before or after the registration of the company. Capital. 6. The capital of the company is £2,000,000 divided into 400,000 shares of £5 each of which the shares numbered 1 to 200,000 (both inclusive) have been issued as ordinary shares. The residue of the capital is held in reserve for future issue. Shares. 7. Subject to the provisions, if any, in that behalf, of the Board may memorandum of association and without prejudice to any special issue shares, rights previously conferred on the holders of the then existing shares the board may issue any share with such preferred, deferred or other * 22 G. 5 No. 53 and amending Acts.

488 COMPANIES. Brisbane Gas Company, Etc., Act (No. 2). 1 E liz . II. No. 54, Shares issued subject to s. 66. special rights, or such restrictions whether in regard to dividend, voting, return of share capital or otherwise, as the board may from time to time determine, and any preference share may be issued on the terms that it is, or at the option of the company is liable, to be redeemed. Where any shares of the company are issued for the purpose of raising money to defray the expense of the construction of any works or buildings or the provision of any plant which cannot be made profitable for a lengthened period the company may pay interest not exceeding five per centum per annum on as much of that share capital as is for the time being paid up for the period and subject to the conditions and restrictions in section sixty-six of the Acts, and may charge the sum so paid by way of interest to capital as part of the construction of the work or building or the provision of plant. Board may 8. The board may pay a commission to any person in consideration poconamyshmairsession ocof nhdiistiosnuablslcyr, ibfionrg aonryagsrheaeriensg otor sduebbsecnrtiubree, s wihnetthheer acbosmopluatneyly, oorr and procuring, or agreeing to procure, subscriptions, whether absolute or debentures. conditional, for any shares or debentures in the company, provided that such commission shall be at a rate not exceeding ten per cent, of the price at which the shares or debentures are to be issued. Instalments 9. If by the conditions of the allotment of any share the whole bponaeiddsh.ualyres to iocnorsmtpapalmarnteynotfbsythetveheeraympesoruusconhnt iwonrshtoaislfsmoureentpht reischteiamltlheewbreehioenfngssdhhuaalelll bbbeee rppeagaiyidsatbetroleedthbayes the holder of the share. Shares may 10. The board may make arrangement on the issue of shares dsbuiefbfiejsersceutnetdto fcoarllsatodibffeepreanidceanbdettwheeetnimtehefohropladyemrseonft osuf csuhcshhcaarlelss. in the amount of conditions as to calls. Who is 11. Every person who has accepted any share in the company mbdeeeemambeedr. to taondbewhaosme enmambeer. is entered on the register of members shall be deemed Certificates. 12. At least one certificate signed by one of the directors and the secretary or other person authorised by the board and under the common seal of the company shall be issued (free of charge) to each member whose shares are registered on the register. ' Joint 13. If two or more persons are registered as joint owners of any owners. share the person first named on the register in respect of such share shall as regards receipts of dividends, service of notices and all or other matters connected with the company (except the transfer of shares and subject also to the provisions of article 77) be deemed the sole owner thereof and shall be entitled to give effectual receipts for any dividend payable in respect of such share and upon the death of one of several owners of a share the survivors or survivor of the persons registered as owners thereof shall be deemed to be absolutely Liability of entitled thereto. The joint owners of a share shall be severally as joint owners well as jointly liable for the payment of all instalments and calls of share. due in respect of such shares.

COMPANIES. 489 1952. Brisbane Gas Company, Etc., Act (No. 2). 14. If any member holds more than one share the certificate Member’s may include all the shares held by such member : Provided always right to that should any such member at any time be desirous of having certlficate* separate certificates for either or any of the shares held by him, he shall be entitled to have such certificates issued to him (free of charge) on delivering up to the secretary any certificate or certificates which may have been issued for or in respect of the shares for which he obtained such new certificate or certificates. 15. If such certificate be lost or defaced so as to be unintelligible As to issue the board may permit a duplicate thereof to be issued but in case of of loss upon a statutory declaration being made by its owner who shall certificate in give such indemnity to the company and pay for such duplicate, such one fee not exceeding Is. as the board may require before any duplicate defaced, is issued. Calls . 16. The board may from time to time make such calls upon the Length of members in respect of all moneys unpaid on their shares as they notice, think fit provided that fourteen days’ notice at least is given of such call and each member shall be liable to pay the amount of calls so made to the persons and at the times and places appointed by the board. A call may be made payable by instalments. In this clause |^ay paid member includes the legal personal representatives of a member, by Unless otherwise provided by the conditions of allotment thereof instalments, no call shall exceed one fourth of the nominal amount of share or be made payable within one month from the day appointed for the payment of the last preceding call. 17. A call shall be deemed to have been made when the resolution When call of the shareholders or of the board authorising such call is passed, deemed to providing such resolution shall set out the time by which the cal] j^^keen must be paid and the necessary notice given to shareholders. 18. If the sum payable in respect of any shares either for allotment Interest on money or calls or otherwise howsoever be not paid on or before the unpaid calls, day appointed for payment thereof the holder for the time being of &c* the shares in respect of which the said call shall be due shall pay interest for the same at the rate of eight pounds per centum per annum from the da}’ appointed for the payment thereof to the time of the actual payment or at such less rate as the board may from time to time determine. 19. On the trial or hearing of any action for the recovery of any Evidence in money due for any call it shall be sufficient to prove that the name of actl0n for the member sued is entered in the register of members of the company ca ’ as the holder or one of the holders of the shares in respect of which such debt accrued that the resolution making the call is duly recorded in the minute book and that notice of such call was duly given to the member sued in pursuance of these presents and that the call is unpaid and it shall not be necessary to prove the appointment of the board who made such call nor any other matter whatsoever but the proof of the matters aforesaid shall be conclusive evidence of the debt. 20. The board may receive from any member willing to advance Payment in the same and upon such terms and conditions as they think fit all or advance, any part of the moneys uncalled upon the shares held by such member beyond the sums paid or payable thereon.

490 COMPANIES. Brisbane Gas Company, Etc., Act (No. 2). 1 E liz . II. No. 54, Member not 21. No member shall be entitled to receive any dividend or rde&enivccte. ii,dtilvueeennddtit, loall eadxuceearlcalinsisedoapvnaeyyrdapubrelievuiilnentgirleehsaepsesachtamlolefmhaanbveyer spohanairdaenahyllelsdchaalbrleys ofhorimrshthwaerheetsitmhoener wbalehoiinncghe calls paid. or jointly with any other person. Forfeiture and Lien. Notice re 22. If any member or the legal representative of a deceased unpaid calls. member fail to pay any call or instalment on or before the day appointed for the payment of the same the board may at any time thereafter during such time as the call or instalment remains unpaid serve a notice on such member requiring him to pay the same together with any interest that may have accrued and all expenses that may have been incurred by the company by reason of such non-payment. Terms of notice. 23. The notice shall name a day (not being less than fourteen days from the date of the notice) and a place or places on and at which such call or instalment and such interest and expenses as aforesaid are to be paid. The notice shall also state that in the event of non-payment in respect of which such call or instalment and such interest and expenses remain unpaid will be liable to be forfeited. Shares may 24. If the requisitions of any such notice as aforesaid are not be forfeited, complied with any shares in respect of which such notice has been adlisvoidends. ginivsteanlmmenatys, ainttearneyst tainmde etxhpeernesaefstedruebeifnorreesppaeyctmtehnetreooff baell fcoarlflesiteodr by a resolution of the board to that effect. Such forfeiture shall include all dividends declared in respect of the forfeited shares and not actually paid before the forfeiture. Notice after 25. When any shares shall have been so forfeited notice of the forfeiture. resolution shall be given to the members in whose name such shares stood prior to the forfeiture and an entry of the forfeiture with the date thereof shall be made in the register, but the provisions of this article are directory only and no forfeiture shall be in any manner invalidated by any omission or neglect to give such notice or make such entry as aforesaid. Forfeited 26. Every share so forfeited shall be deemed the absolute share to property of the company and may be sold, re-allotted or disposed of tpbhreeocopmeretythoef ibnefsourcehthmeansanmereasshtahlel hbaovaerdbetheinnkdisfpitosbeudt othf erebmoiatrdthme afoyrfaetituarneyutipmone company. such terms as they think fit and restore the former member’s name to the register of such shares. Arrears to be paid notwith­ standing forfeiture. 27. Any member whose shares shall have been forfeited shall notwithstanding such forfeiture be liable to pay and shall forthwith pay to the company all calls, sums, expenses and interest owing upon or in respect of such shares at the time of forfeiture and any other claims and demands which the company may have upon him together with interest thereon from the time of forfeiture until payment at the rate of eight per centum per annum or at such lesser rate as the board may determine and such member may be sued in respect of

COMPANIES. 491 1952. Brisbane Gas Company, Etc., Act (No. 2). them in any court of law, but his liability shall cease if and when the Liability to company receives payment in full of all calls, sums, expenses and i interest owing upon such shares. receives payment fj in full. 28. A statutory declaration in writing by the secretary or other Evidence of person authorised by the board that a share in the company has forfeiture, been duly forfeited on a date stated in the declaration shall be ' conclusive evidence of the facts stated therein as against all persons claiming to be entitled to the share. The company may receive the consideration, if any, given for the share on any sale or disposition thereof and may execute a transfer of the share in favour of the person to whom the share is sold or disposed of and he shall thereupon be registered as the holder of the share and shall be discharged from all calls made prior to such purchase or allotment and shall not be bound to see to the application of the purchase money, if any, nor shall . his title to the share be affected by any irregularity or invalidity in the proceedings in reference to the forfeiture, sale or disposal of the share. 29. Every member shall give to the secretary or leave at the Members registered office of the company notice in writing of an address in registered Queensland to which all communications for him are to be sent8, ress* otherwise the office of the company shall be deemed to be his address. 30. Except only as is by these articles expressly provided the Trusts not company shall not be bound by or recognise any contingent future recognised, partial or equitable interest in the nature of a trust or otherwise in any share or any other right in respect of any share except an absolute right thereto in the person from time to time registered as the owner thereof and except also as regards any parent, guardian, committee, executor or administrator or trustee of an insolvent or bankrupt member his respective right under these articles or otherwise to transfer any share. 31. The interval between the closing of transfer books and register closing of of members and debenture holders and the payment of dividend transfer and/or bonus or between the closing of transfer books and the Looks and allotment of new shares shall not exceed thirty days in each year. * ' 32. The register of members shall be open for inspection of inspection of shareholders every lawful day during such hours as the board may register, determine. 33. The register of members of the company shall be examined Register to at intervals of not more than three months and the correctness thereof be audited, shall be ascertained by the auditor or auditors. Lien. 34. The company shall have a first and paramount lien on every Company’s share (not being a fully-paid share) for all moneys due and unpaid hen on in respect of that share and upon the proceeds of sale thereof and shares- shall have a first and paramount lien upon all the shares registered in the name of each member (whether solely or jointly with others) for such amounts as the company may be called upon to pay under Government Statute or legislative enactment in respect of the shares of a deceased or other member and no equitable interest in any share

492 COMPANIES. Brisbane Gas Company, Etc., Act (No. 2). 1 E liz . II. No. 54, shall be created except upon the condition that article No. 30 hereof is to have full effect. The board may at any time declare any share to be wholly or in part exempt from the provisions of this article. The company’s lien, if any, on a share shall extend to all dividends and bonuses payable thereon. Death Duties and Other Payments . Member to 35. Every member or his executors or administrators shall pay pdlcioaaembbytiplsiatainenysdall tacoonmdthpaeallncydoemubnptdsaenaryntdhth/ eeolraawlmiasobuoilnfittaienosyf iapnlllcaucpreraeyidnmwoernhtisctohmtbahedeeicnoocrmutrporaendbyebcymarartihdeees incurred on on business on his or their account or in respect of his shares in the uohpniflsadacbenereyhwlaahwlefrse iacnonmdrepswpahneceytthooerfrtohsreurcedhlaivtpeiadtyeonmdseusnctthhsemareenmodf/booerrr usdopelobenltysooarrnjdboy/ ionrrtelyalisaoobrniilniotfipeahsritssnhedarleslhabtihpe company with any other person and whether the period for the payment or bcaursrinieessso. n sdhisacrheasrgbee trheegrisetoefresdhailnl hthaveeparicntuciaplalyl oarrriivneadnoyr bnroatncahndrewghisettehrerofsuthceh company and whether such member dr his executors or administrators is or are domiciled or resident in such place or elsewhere. Recoverable 36. Any moneys paid by the company in respect of any liability by action, imposed or purported to be imposed on the company as aforesaid may be recovered by action from such member or his executors or administrators wheresoever constituted as a debt due by such member of his estate to the company with interest at eight pounds per centum per annum from the date when such moneys were so paid until repayment. Nothing herein contained shall prejudice or affect any right or remedy which in respect of any such payment by the company as aforesaid any such law as aforesaid may confer or purport to confer upon the company and it is hereby expressly declared that as between the company and such member or his estate or his executors or administrators wheresoever constituted any such right or remedy shall be enforceable by the company. Enforcement 37. For the purpose of enforcing any such hen, the directors sal©611 ^ may sell the shares subject thereto in such manner as they think fit; ' but no sale shah be made until such period as aforesaid shall have arrived and until notice in writing of the intention to sell shall have been served on such member, his executors or administrators, and default shah have been made by him or them in the payment, fulfilment or discharge of such debts, liabilities or engagements for fourteen days after such notice. Application 38. In the case of a sale of forfeited shares or of the sale of shares of proceeds to enforce a lien, the net proceeds of any such sale after payment of of sale. the costs of such sale shall be applied in or towards satisfaction of the debts, liabilities or engagements of such member mentioned in article 27 and the residue (if any) paid to him, his executors, administrators or assigns. Transfer and Transmission of Shares. Transfer register. 39. The company shall keep in its registered office aforesaid a book to be called the transfer register in which shall be entered the particulars of every allotment, transfer, transmission or forfeiture of' shares.

COMPANIES. 493 1952. Brisbane Gas Company, Etc., Act (No. 2). 40. The instrument of transfer of any share in the company Execution of shall be executed both by the transferor and the transferee and the transfer, transferor shall be deemed to remain the holder of such share until the name of the transferee is entered in the register in respect thereof. 41. Every instrument of transfer shall be duly stamped and left Transfer to at the office for registration accompanied by the certificate of the and shares to be transferred and such other evidence as the board may evidenoe of require to prove the title of the transferor or his right to transfer the title given, shares. 42. All instruments of transfer which shall be registered shall be When retained by the company but any instrument of transfer which the ^retaSed. board may decline to register shall, on demand, be returned to the person depositing the same. 43. Shares in the company shall be transferred in the following Form of form or as near thereto as circumstances will admit:— transfer. B risbane G as Co. L td . Form of Transfer. I, (hereinafter called the transferor) of in consideration of the sum of pounds paid to me by of (hereinafter called the said transferee) do hereby transfer to the said transferee shares numbered to in the undertaking called Brisbane Gas Co. Ltd. to hold unto the said transferee, subject to the several conditions on which I hold the same. And I, the said transferee, do hereby agree to take the said shares subject to the conditions aforesaid. As witness our hands the day of 19 Signed by the said transferor in the" presence of Transferor. Signed by the said transferee in the presence of 1 Transferee. 44. The board may decline at its absolute discretion and without Board may assigning any reason therefor to register the transfer of any ordinary decline to share. The board shall, subject to the provisions of articles numbered transfer of 45 and 47, register the transfer of any preference share. ' ordinary shares. Board shall register transfer preference shares. 45. No transfer shall be made to an infant, but the board shall No, transfer not be bound to inquire into the capacity of the transferee. to infant*

494 COMPANIES. Brisbane Gas Company, Etc., Act (No. 2). 1 E liz . II. No. 54, Transmission 46. In the case of a death of a member (not being one of the rsohefgairsetse.red jsoohnialnyrtespheorrelsdgoeinsrtsserroeefdcaoignsnhtiashereed) nbahymisethexoeefccsuoutmcohrpsamnoeyrmaabdsemrh. ianviisntrgataonrsy sthitallel tboe tthhee Transfer of Any person becoming entitled to shares in consequence of the mbdshaeeacnmrekeabrssueeorpdsft, , pdorreoasptuhec,rhbevaointdhkeernrucpeetvcoiydf, etnhocere lgtihrqaauntidt haoetifospnursootbafianatesnytohrmeleecmthteabrresarc, otefurpaodinnmripnersiospdteruaccttiionongf &c. which he proposes to act under this clause or of his title as the directors think sufficient may with the consent of the directors be registered as a member in respect of such shares or may, subject to the regulations as to transfers contained in these articles, transfer such shares. Every transfer must contain monetary considera­ tion. Conversion of shares into stock. 47. Every transfer of shares shall in all cases contain a monetary consideration (nominal or otherwise). Conversion of Shares into Stock , &c. 48. The company, by resolution in general meeting, may convert any paid up shares into stock, and may convert any stock into paid up shares of any denomination. When any shares have been converted into stock the several holders of such stock may thenceforth transfer their respective interests therein or any part of such interests in the same manner and subject to the same regulations as and subject to which fully paid up shares in the company’s capital may be transferred or as near thereto as circumstances will admit. But the directors may from time to time if they think fit fix the minimum amount of stock transferable, and direct that fractions of a pound shall not be dealt with but with power nevertheless at their discretion to waive such rules in any particular case. Privileges, 49. The stock shall confer on the holders thereof respectively &c., ofstock- the same privileges and advantages as regards participation in profits holders. and voting at meetings of the company and for other purposes as would have been conferred by shares of equal amount in the capital of the company of the same class as the shares from which such stock was converted but so that none of such privileges or advantages except the participation in profits of the company or in the assets of the company on a winding up shall be conferred by such aliquot part of stock as would not if existing in shares have conferred such privileges or advantages. No such conversion shall affect or prejudice any preference or other special privilege attached to the shares so converted. Save as aforesaid all the provisions herein contained shall so far as circumstances will admit apply to stock as well as to shares. Power to increase capital. Increase and Reduction of Capital. 50. The company in general meeting may by ordinary resolution from time to time, whether all the shares for the time being authorised shall have been issued or all the shares for the time being issued shall have been fully called up or not, increase its capital by the creation and issue of new shares of such amount as may be deemed expedient.

1952. COMPANIES. Brisbane Gas Company, Etc., Act (No. 2). 495 51. Any of the shares of the company for the time being unissued ^nditions and any new shares from time to time to be created may from time glares may to time be issued with any such guarantee or any such rights of be issued, preference whether in respect of dividend or of repayment of capital or both or any such other special privilege or advantage over any shares previously issued or then about to be issued or at such a premium or with such deferred right as compared with any previously issued or then about to be issued or subject to such conditions or provisions and with any such right or without any right of voting and generally on such terms with respect to the original shares as the board may from time to time determine: Provided that the board shall not issue any preference shares on any basis which would be a breach of the terms of any preceding issue unless such issue is agreed to by a special resolution or in writing by at least three-fourths of the holders of the then existing preference shares. 52. Any additional ordinary shares issued shall be offered ^e^siiares preferentially to ordinary shareholders and any preference shares issued ^ered to shall be offered preferentially to both the ordinary and preference existing shareholders in proportion to the shares held by them and the amount members, paid up thereon, and if so offered such offer shall be made by notice specifying the number of shares to which the member is entitled and limiting a time within which the offer if not accepted will be deemed to be declined and after the expiration of such time or on receipt of an intimation from the member to whom such notice is given that he declines to accept the shares offered the board may dispose of the same in such manner as they may think most beneficial to the company. Reduction , Subdivision , cfcc., of Capital. 53. The company may from time to time, by special resolution, Reduction, reduce its capital and any capital redemption reserve fund in any &c*» manner and with and subject to any incident authorized and consent pi * required by law ; and the company may also, by ordinary resolution, subdivide or consolidate its shares or any of them, or cancel shares which have not been taken up or agreed to be taken up by any person, and the directors may, subject to the provisions of the Companies Acts, accept surrenders of shares. Modification of Rights . 54. If at any time the capital of the company by reason of the Modification issue of preference shares or otherwise is divided into different classes of rights, of shares then, subject to any special rights attached to any such class of shares by the terms of issue thereof, all or any of the rights and privileges attached to each class may, subject to the provisions of section seventy-three of the Companies Act, be modified, abrogated or dealt with if agreed to by the holders of at least three-fourths of the issued shares of the class affected. Such alteration must be agreed to by a resolution of the holders (in person or by proxy or attorney) of at least three-fourths of the issued shares of that class, and all the provisions hereinafter contained as to general meetings shall mutatis mutandis , apply to every such meeting, except that the quorum thereof shall be members holding or representing by proxy three- fourths of the nominal amount of the issued shares of that class : Provided however that in the event of the necessary majority not

496 COMPANIES. Brisbane Gas Company, Etc., Act (No. 2). 1 E liz . II. No. 54, having been obtained in the manner aforesaid, consent in writing may be secured from members holding at least three-fourths of the issued shares of the class and such consent, if obtained within two months from the date of the special meeting, shall have the validity of a resolution carried by vote in person or by proxy. Meetings of Classes . Meetings of 55. All the provisions hereinafter contained as to general meetings classes. shall mutatis mutandis apply to every meeting of the holders of the issued shares of a class, except that the quorum thereof shall be holders personally present holding or representing by proxy three- fourths of the nominal amount of the issued shares of the class, and any requisition for the calling of a meeting of a class shall be signed by the holders of not less than one-tenth of the issued shares for the time being of that class on which all calls and sums then due shall have been paid. Annual meeting. Meetings. 56. A general meeting (to be designated the annual General meeting) shall be held once at least in every calendar year and not more than fifteen months after the holding of the last preceding annual general meeting at such time and place as the board shall determine. All other meetings of the company shall be called extraordinary general meetings. Quorum at meeting. 57. At all general meetings not less than seven members present personally or by proxy and entitled to vote on all matters notified as being the business of the meeting (and representing not less than one-tenth of the shares entitled to vote on all matters at such meetings) shall constitute a quorum. When 58. The board may whenever they think fit and they shall upon emoxredteritnaia­ nrgys to taenrethquoisfitsiuocnhmoafdtehienpwariditiunpg bcaypmitaeml obfertshehoclodminpgannoytalsesastththaen donatee- be called. of the deposit carries the right of voting at general meetings of the company, convene an extraordinary general meeting. Requisition. 59. Any such requisition by members shall express the object of the meeting proposed to be called and such requisition shall be left with the secretary at the registered office of the company. Board to convene extra­ ordinary general 60. Upon the receipt of such requisition the board shall forthwith proceed to convene an extraordinary general meeting. If they do not proceed to convene the same within twenty-one days from the date of delivery of requisition the requisitionists or any other members meeting. holding the required number of shares may themselves convene such If board extraordinary general meeting to be held at the company’s registered fails to convene office. meeting requisition- ists may convene same. Notice of meeting. 61. Twenty-one clear days’ notice shall be given of any meeting at which a special resolution is to be proposed and in every other case at least fourteen clear days’ notice of every general meeting (ordinary or extraordinary) and whomsoever convened shall be

COMPANIES. 497 1952. Brisbane Gas Company, Etc., Act (No. 2). given. Every such notice shall specify the place, day and hour of meeting and in the case of special business the general nature of such business shall be given to the members entitled to be present at such meeting and to such other persons as shall be entitled to receive such notices from the company. At least fourteen days’ notice of such meeting shall be given by advertisement in the daily press and in writing to each stock exchange upon which the company is listed. T he non-receipt of such notice by any member or the accidental As to omission to give any such notice to any of the members shall not n0n-receipt invalidate the proceedings of any general meeting. omission to give notice. 62. No business shall be transacted at any general meeting Quorum to except the declaration of a dividend unless a quorum be present he present personally or by proxy at the time when the meeting proceeds to business business provided that this shall not apply to the case of meetings commenced, called for the purpose of sanctioning the winding up of the company. Proceedings at General Meetings. 63. The business of an ordinary meeting shall be to receive Business and consider the profit and loss account, the balance sheet and the to he reports of the directors and of the auditors to elect directors, to elect ordSary^ at auditors, to declare dividends and to transact any other business general which under these presents may be transacted at an ordinary meeting, meetings. All other business transacted at an ordinary meeting and all business transacted at any extraordinary meeting shall be deemed special. 64. If within half-an-hour from the time appointed for the meeting When if a quorum is not present the meeting if convened upon the requisition quorum not of members shall be dissolved. In any other case it shall stand to adjourned to the same day in the next week at the same time and be dissolved place and if such adjourned meeting a quorum is not present the and when members then present shall form a quorum and may transact the to k 0 business for which the meeting is called. adjourned. 65. The chairman (if any) of the board of directors or in his Chairman of absence the vice-chairman (if any) shall preside as chairman at every general general meeting of the company. meeting. 66 . If there be no such chairman or vice-chairman or if at any If no meeting neither of them be present within fifteen minutes after the chairman or time appointed for holding the meeting or willing to act the members present shall choose some one of the other directors if present otherwise directors one of their number to be chairman of the meeting. present, members shall choose another chairman. 67. The chairman of the meeting may with the consent of the Power to meeting adjourn any meeting from time to time and from place to adjourn, place but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place.

498 COMPANIES. Brisbane Gas Company, Etc., Act (No. 2). 1 E liz . II. No. 54, Evidence of 68 . At any general meeting unless a poll is demanded every passing of a resolution shall be decided by a show of hands. Unless immediately where^poll on the declaration ofthe result of the show of hands a poll be demanded not by the chairman or by any two or more members or by any attorney demanded, of the member or members entitled to vote thereat wholly or representing by proxy in the aggregate at least one-tenth of the capital represented at the meeting, a declaration by the chairman that a resolution has been carried and an entry to that effect in the minute book or book of proceedings of the company shall be sufficient evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against such resolution. A demand for a poll may be withdrawn. Poll. 69. If a poll is demanded it shall be taken in such manner and at such time and place as the chairman directs and the result of such poll shall be deemed to be the resolution of the company in general meeting. In case of an equality of votes at any general meeting the chairman shall both on a show of hands and on a poll be entitled to Casting vote, a second or casting vote. Questions on 70. A poll may be demanded for the purpose of determining md w e h am i y c a h bnedpeodll. athney aqpupeositniotmn eonnt wofhicchhaitrhmeavnootersaonfymqeumesbteiorns mofaaydbjoeutrankmenenetx. cluding Minutes of 71. Minutes of all resolutions and proceedings at general meetings bmeemetiandges. to sifhaplul rbpeormtiandgetion bbeooskigsnpedrovbiydetdhefocrhtahirempaunrpoofsethoef maneyetsinugchtomiwnhuitcehs it relates or by the chairman of the next succeeding meeting shall be receivable as evidence of the facts therein stated without further proof. Voting. Votes of members. 72. Every member present in person or by proxy or attorney and entitled to vote shall upon a show of hands have one vote only. On a poll every such member entitled to vote shall have votes according to the nominal value of the shares (excluding shares which do not at the time carry votes) held by him in the capital of the company as follows:— Not less than minal value of shares held. £25 nor more than £50 „ £100 „ £250 „ £500 „ £1,000 „ £2,500 „ £5,000 „ £10,000 „ £15,000 „ £20,000 „ £25,000 and upwards £49.. £99.. £249.. £499.. £999.. £2,499. . £4,999.. £9,999. . £14,999. . £19,999. . £24,999. . Number of votes. . . one .. two .. three .. four .. five .. six . . nine .. twelve .. fifteen . . eighteen . . twenty-one . . twenty-four Corporation 73. Any corporation which is a member of the company may by may appoint resolution of its directors or other governing body authorise such representa- perS0n as it thinks fit to act as its representative at any meeting of meeting. * the company, and the person so authorised shall be entitled to exercise the same powers on behalf of the corporation which he represents as that corporation could exercise if it were an individual member

COMPANIES. 499 1952. 'Brisbane Gas Company, Etc., Act (No. 2). of the company: Provided that such authorisation shall be notified in writing to the secretary of the company or other person authorised by the board at least forty-eight hours prior to any meeting at which such authority is to be exercised. 74. The instrument appointing a proxy may appoint several Appointing a persons in the alternative and shall be in writing, under the hand proxy to be of the appointor or of his attorney. No person shall be appointed a m writmg* proxy who is not a member of the company and qualified to vote. The appointor’s signature shall be witnessed. 75. Subject to any special rights attached to their shares by the Voting terms of issue thereof preference shareholders shall have no voting ri^ts of rights except when the dividend on such preference shares is in arrears Shareholders, more than six months after the due dates of payment of preference share dividends as set out in the terms of issue of such preference shares or at any meeting convened for the purpose of reducing the capital or winding up or sanctioning a sale of the undertaking or where the proposition to be submitted to the meeting directly affects their rights and privileges. At any meeting at which preference shareholders are entitled to vote such shareholders shall have the right to vote in person or by proxy. 76. If more persons than one are jointly entitled to a share or Votes of shares carrying voting power, any one of such persons shall if present i°int ^ be entitled to vote in respect of the same but if more than one of share ° ders* such persons be present at a meeting in person or by proxy the person whose name stands first in the register of shareholders as one of the holders of such share or shares shall be entitled to vote to the exclusion of the other joint holder in respect of the same. 77. Though not a member of the company, the parent or guardian Incapaci- of any infant member, the committee, statutory representative or tated legal curator of any lunatic or idiot member or of any member who Persons* is a mentally sick person, or any one of such persons as aforesaid, if more than one, shall be entitled to vote in the place of such infant, lunatic, idiot, or mentally sick member, in person or by proxy. But no such person as aforesaid shall be entitled to vote in the stead of any infant, lunatic, idiot, or mentally sick member, unless he shall have deposited in the registered office not less than ten days before the time of holding the meeting at which he proposes to vote, all such evidence as the directors may require of his filling the character in respect of which he claims to vote. Any person entitled under article 46 to transfer any shares may Votes in vote at any general meeting in respect thereof in the same manner respect of as if he were the registered holder of such shares provided that forty- Ambers eight hours at least before the time of holding the meeting or adjourned deceased, meeting, as the case may be, at which he proposes to vote, he shall bankrupt, satisfy the directors of his right to transfer such shares, unless the &c- directors shall have previously admitted his right to vote at such meeting in respect thereof. 78. No member shall be entitled to vote in person on any question Member not at any general meeting or upon a poll or be reckoned in a quorum in to respect or any share or shares upon which any call or other sum shall reSp6Ct of a be due or owing to the company, but he may vote personally or on a share upon poll to the extent of any proxy which is valid and made out in his which a call favour by some other member or members. is due*

500 COMPANIES. Brisbane Gas Company, Etc., Act (No. 2 ). 1 E liz . II. No. 54, No member shall be entitled to hold or exercise more than thirty votes by proxy. Instrument 79. The instrument appointing a proxy or attorney shall be be deposited deposited the registered office of the company not less than forty­ ' eight hours (excluding Sundays and public holidays) before the time for holding the meeting or adjourned meeting or taking of the poll at which the person named in such instrument proposed to vote whether such meeting be an original or an adjourned meeting: Provided that every attorney shall whenever called upon by the company lodge with the company a declaration of non-revocation of his power of attorney. Form of 80. Any instrument appointing a proxy shall be in the following proxy. form or in a form to the effect following according to circumstances :— B risbane G as C o . L td . Form of Proxy. I, of being a member of Brisbane Gas Co. Ltd. and entitled to vote (or votes) hereby appoint of or failing him of or failing him the chairman of the meeting as my proxy to vote for me and on my behalf at the (ordinary, extraordmary or adjourned, as the case may be) general meeting of the company to be held on the day of Signed by the said one thousand nine" \ hundred and (name of shareholder.) in the presence of (signature of witness) ► (usual signature of Occupation shareholder.) Address N.B.—The signature to this proxy must be witnessed and the proxy must be lodged at the company’s office forty-eight hours, excluding Sundays and public holidays, before the date of the above meeting, or any adjournment thereof, or the taking of a poll demanded at such meeting, or any adjournment thereof. When vote 81. A vote given in accordance with the terms of the instrument tvbhayoliudpgrhoxy porfinpcriopxayl osrhraellvobceatvioanlidofnthotewpitrhosxtyanodritnrgantshfeer porfetvhioeusshadreeaitnh roefsptehcet authority of which the vote is given provided no intimation in writing or by any revoked. other means ofthe death, revocation or transfer shall have been received at the office by the secretary or other person authorised by the board. Business may proceed notwith­ standing demand of poll. 82. The demand of a poll shall not prevent the continuance of a meeting for the transaction of any business other than the question on which a poll has been demanded.

COMPANIES. 501 1952. Brisbane Gas Company, Etc., Act (No. 2). 83. No member shall be prevented from voting by reason of his Member may being personally interested in the result of the voting. although personally interested in result. 84. No objection shall be made to the validity of any vote except When at the meeting or poll at which such vote shall be tendered and every objection to vote whether given personally or by proxy not disallowed at such validity^ meeting or poll shall be deemed valid for all purposes of such meeting vote# or poll whatsoever. 85. The chairman of any meeting shall be the sole and absolute Chairman to judge of the validity of every vote tendered at such meeting or at ^^sc^eof- the poll demanded at such meeting and may at any time during the course of the meeting allow or disallow the votes tendered according 0f vote as he shall be of opinion that the same are or are not valid, but no tendered, resolution already declared carried shall be reopened by reason of a vote or votes being disallowed at a later stage in that meeting or any adjournment thereof. Directors . 86 . The number of directors shall from time to time be Number of determined in general meeting and until otherwise determined the directors, number shall be not less than three nor more than six. 87. The directors of the company are— Thomas Owen Cowlishaw, George Owen Cowlishaw, Alexander Paterson Murphy, Frederick William Ash, John Durham Cook, and Winter Philip Hamon. Directors. Qualification . 88 . No member shall be a director unless he is the holder in his Shares to be own right of shares in the company of the nominal value of £ 1 , 000 . hy directors. 89. No person shall be a director or an alternate director who is Qualifica- a member of a stock exchange, or partner or employee of a member ti°n of of a stock exchange, and no person being a partner or employer or direc or* employee of any auditor of the company shall be eligible to be appointed or elected a director or alternate director of the company. 90. A director may retire from his office upon giving one month’s Retirement, notice in writing to the company of his intentions so to do. Such resignation shall take effect upon the expiration of such notice or its *earlier acceptance by the board. 91. A director of this company may be or become a director in May be any company whether promoted by this company or not and no such director of director shall be accountable for any benefits received as a director or member of such company provided however that a director shall ’ not without the approval of the directors of this company accept, hold or retain the office of director of any other company which in the opinion of the directors of this company is for the time being in active competition with this company.

502 COMPANIES. Brisbane Gas Company, Etc., Act (No. 2). 1 E liz . II. No. 54, Rotation of Directors . Rotation of 92. At the annual general meeting of the company to be held in dwDihirreieccchttoorrst—o tthhierdyeoafr t1h9e53diarnecdtoarts eovrerify tshuecicreenduimngbearnnisuanlogteanemraul ltmipeleetinogf,thonreee- retire. then the number nearest to but not exceeding one-third shall retire from office. At that meeting and at the annual general meeting in every subsequent year one-third or the other nearest number who have been longer in office shall retire. The number of directors to retire shall be reduced if one director is due to retire in accordance with the provisions of article 95. As between two or more who ha ve been in office an equal length of time the director to retire shall in Retiring directors to remain in office until successor appointed. default of agreement between them be determined by lot. If at any general meeting at which an election of directors ought to take place the places of the retiring directors are not filled the retiring directors or such of them as have not had their places filled shall continue in office until the ordinary meeting in the next year and so on from year to year until their places are filled unless it shall be determined at such meeting to reduce the number of directors. A retiring director shall remain in office until the close of the meeting notwithstanding Retiring the election of his successor. All retiring directors shall be eligible erdeliir-geeilcbetlcoetrisfoonr fhoars bree-eenleinctioofnficewsithhaollubtencoommipnuatteiodnf.romThtehelednagtethofohf istilmaset ealedctirioenctoorr without appointment. For the purposes of this article the duration of their nomination. respective terms of office since their last election as directors of the Brisbane Gas Company before its registration under the CompaniesAct shall be included in calculating their respective terms of office as directors of this company. Meeting to fill up vacancy. 93. The company at any general meeting at which any directors retired in manner aforesaid shall subject to article 95 fill the vacated office by electing a like number of qualified members to be directors and without notice in that behalf may fill up any other vacancy. Power to 94. The company may by ordinary resolution remove any adrepirmpeocoitvnoert and rdeirsoeclutotironbemfoarey tahpepeoxinptiraantiootnheorf qhuisalpifeireidodmoemf obfefriceinanhdis bsyteaodrd;inathrye another in member so appointed shall hold office during such time only as the his place. director in whose place he is appointed would have held the same if he had not been removed. Directors may fill up casual vacancies. 95. The directors shall have power at any time, and from time to time, to appoint any other person as a director either to fill a casual vacancy or as an addition to the board, but so that the total number of directors shall not at any time exceed the maximum number authorised by these articles ; but any director so appointed shall hold office only until the next following ordinary general meeting of the company and shall then be eligible for re-election without nomination. Directors may act notwith­ standing vacancy. 96. The continuing directors may act notwithstanding any vacancy in their body but so that if the number falls below the minimum above fixed the directors shall not, except for the purpose of filling vacancies or for the conduct of urgent business act so long as the number is below the minimum.

1952. COMPANIES. Brisbane Gas Company, Etc., Act (No. 2). 503 97. No membei* who is not a retiring director shall be qualified When etontbiteleedletcotevdoates taogdeirthecetrorwuitnhleassnoatnicoemininwatriiotinngsigsingendedbybytwthoemmeemmbbeerrs fcooafrnddoirfifdeiccatetoer nominated and expressing his willingness to act as director shall have must give been left at the registered office of the company in Brisbane not less notice. than twenty-one clear days before the day of election of directors. Appointment of Alternate Director. 98. Any director may from time to time appoint any member Alternate who is approved by the majority of directors to be an alternate or director. substitute director. The appointee while he holds office as an alternate director shall be entitled to notice of meetings of the directors and to attend and vote thereat as a director but he shall not require any share qualification and shall not be entitled to be remunerated otherwise than out of the remuneration of the director appointing him. Any appointment so made may be revoked at any time by the appointor or by a majority of the other directors, after notice in writing has been given to the appointor of such intended action, and any appointment or revocation under this clause shall be effected by notice in writing to be delivered to the secretary of the company. If the director making any such appointment as aforesaid shall cease to be a director the person appointed by him shall thereupon cease to have any power or authority to act as an alternate director. Any instrument appointing an alternate director shall be delivered to and retained by the company and shall as nearly as circumstances permit be in the form or to the effect following :— B risbane G as C o . L td . I, , a director of Brisbane Gas Co. Ltd. in pursuance of the power in that behalf contained in the articles of association of the company hereby nominate of to act as alternate director of the company in my place and stead and to exercise and discharge all my duties and to exercise all my authorities, prerogatives, privileges and powers as a director of the company during my absence from Queensland (or my inability to act or attend as a director or as the case may be). As witness my hand this day of Witness to signature Signature of director 99. No person shall be a director or an alternate director who is Disqualifica insolvent or bankrupt or compounds with or assigns his estate for the tions. benefit of his creditors or who is a director, manager, clerk or agent of any other company carrying on a business similar to the main business of this company or who is a member of a stock exchange or partner or employee of a member of a stock exchange, and no person being a partner or employer or employee of an auditor of a company shall be eligible to be appointed or elected a director or alternate director of the company and in case any person who shall have been duly elected a director shall while he continues in office, fall within any of the disqualifications aforesaid his office as director in this company shall immediately thereupon cease and become vacant.

504 COMPANIES. Brisbane Gas Company, Etc., Act (No. 2). 1 E liz . II. No. 54, Suspension. 100. In case the conduct of any director shall at any time bo such that his continuance in office shall in the opinion of at least five of the other directors for the time being appear to be prejudicial to the interests of the company it shall be lawful for such other directors or any five of them to suspend such director and in that case to call a meeting of the members within one month from such suspension which meeting shall either annul such suspension or confirm it and on confirmation thereof he shall vacate his office of director and the meeting shall thereupon elect a duly qualified member to the vacant office. When office of director to be vacated. 101. The office of a director shall be vacated— (a) If he becomes bankrupt or suspends payment or liquidates by arrangement or compounds with or assigns his estate for the benefit of his creditors ; (b) If he fails to pay any instalments or calls on or before tho day appointed for the payment thereof; (c) If he is convicted for any felony or misdemeanour ; (d) If he is found lunatic or becomes of unsound mind ; (e) If he ceases to hold the required number of shares to qualify him for office ; (/) If he absents himself from the meetings of the directors during a continuous period of two consecutive calendar months without special leave of absence from the directors and the directors declare his position vacant; (g) If by notice in writing to the company he resigns his office ; (h) If he be requested to resign by a resolution passed by the company in general meeting. Director 102. No director shall vacate his office by reason of his being or may be becoming (whether individually or as a shareholder of another company) wiinnittcehorentshttreeadct iwnittehreosrteadnyinwaornkydcoonnetroarcptreonptoesreeddtionbtoe doronperofoprotshede ctoombpeaennyteprreodviidnetdo company the fact of such interest be first communicated to the board. provided he first disclose interest to the board. Remunera­ tion. 103. The directors other than a managing director, shall be paid' out of the funds of the company by way of remuneration for their services such sum (not being a commission on or percentage of profits or turnover) as the company in general meeting may from time to time determine and such remuneration shall be divided among them in such proportions and manner as the directors may determine. The company in general meeting may increase or reduce the amount of the remuneration previously determined to be payable to the directors, provided that such remuneration shall not be increased at any general meeting unless notice of such proposed increase shall have been given to members in the notice convening the meeting. The directors shall also be entitled to be paid their reasonable travelling and hotel and other expenses incurred, in consequence of their attendance at board meetings, and otherwise in the execution of their duties as directors.

COMPANIES. 505 1952. Brisbane Gas Company, Etc., Act (No. 2). 104. The fees paid to directors shall not be increased except at Directors’ a general meeting of the company where notice of the suggested ^Creased increase shall have been given to shareholders in the notice convening exc^tbye the meeting. general ^ meeting of members. 105. The published accounts of the company shall disclose the Published total remuneration (including fees, percentages and other emoluments) accounts to paid or payable to all directors of the company and of subsidiary ^j ^80 companies (if any) during the period to which the accounts relate. remunera­ tion paid to directors. 106. If any director being willing shall be called upon to perform Extra extra services or to make any special exertions in going or residing services, abroad, or otherwise for any of the purposes of the company, the company shall remunerate such director by a fixed sum (not being a commission on or percentage of profits or turnover) as may be determined by the directors, and such remuneration may be either in addition to or in substitution for his share in the remuneration above provided. 107. A director shall not be disqualified from his office by Directors contracting with the company either as vendor, purchaser or otherwise ct nor shall any such contract or any contract entered into by or on ^hraC behalf of the company with any company or partnership of or in company, which any director shall be a member or otherwise interested be avoided nor shall any director so contracting or being such member or being so interested be liable to account to the company for any profit realised by any such contract by reason of such director holding that office or of the fiduciary relation thereby established but the nature of his interest must be disclosed by him at the meeting of directors at which the contract is determined on if his interest then exists or in any other case at the first meeting of the directors after the acquisition of his interest, and that no director shall as a director vote in respect of any contract or arrangement in which he is so interested as aforesaid, and if he do so vote his vote shall not be counted. Any such director may authorise the affixing of the company’s common seal to the excepted agreements or any of them and may attest the affixing thereto of the company’s common seal and/or the common seal of such other company or corporation. Managing directors. 108. The board may from time to time appoint one or more of Power to their body to be managing director or managing directors of the appoint company for a period not exceeding five years and may from time to Erector? time (subject to the provisions of any contract between him or them * and the company) remove or dismiss him or them from office and appoint another or others in his or their place or places. 109. A managing director shall not while he continues to hold Managing that office be subject to retirement by rotation and he shall not be director not taken into account in determining the rotation of retirement °f retirement directors or of the number of directors to retire but he shall be subject by rotation, to the same provisions as to resignation and removal as the other directors of the company as set out in articles Nos. 94 and 101 and if he cease to hold the office of director from any cause he shall ipso facto immediately cease to be a managing director.

506 COMPANIES. Brisbane Gas Company, Eta., Act (No. 2). 1 E liz . II. No. 54, Remunera­ 110. The remuneration of a managing director shall from time tion of to time be fixed by the members in general meeting, but such mbdeiarefnicaxtgeodirntgo raenmdusnuecrhatiroenmsuhnaellrnaotitobne sbhyaallconmotmbisesioinncorneaosredpeerxcecneptatgeatofatugrnenoevrearl, by members meeting of the company as provided in article No. 104. in general meeting. Power to 111. The directors may from time to time employ any director employ any to perform any work or labour or to supply any goods required by director the company or to serve the company in any professional capacity arenmdutnoerate (except as auditor to the company) or in any other capacity or him. character and may remunerate him for such work or labour or goods or services on such basis, not being by way of a commission or percentage on turnover, as the directors may think proper and may enter into contracts with him for the purposes aforesaid, but no director shall vote at any directors’ meeting upon any question affecting his own employment as aforesaid or any contract relating thereto. Powers and duties of managing director. 112 . The board may from time to time entrust to and confer upon a managing director for the time being such of the powers exercisable by the board under these presents as they think fit and may confer such powers for such time and to be exercised for such objects and purposes and upon such terms and conditions and with such restrictions as they may think expedient and they may confer such powers either collaterally with or to the exclusion of and in substitution for all or any of the powers of the board in that behalf and they may from time to time revoke, withdraw, alter or vary all or any of such powers. Meetings of Directors . Meetings of 113. The board may meet together for the despatch of business directors and determine the number being not less than three that shall and quorum. constitute the quorum necessary for the transaction of business and until otherwise determined three shall be a quorum. A director interested is to be counted in a quorum notwithstanding his interest. Questions arising at any meeting shall be decided by a majority of Chairman votes. In case of an equality of votes the chairman of the meeting to have at the time the resolution is voted on shall in addition to his casting vote deliberative vote have a second or casting vote provided however eopxnrcelyeseptntwtwoahtere tthwaot dsiurcehctosrescoanrde porresceansttinagt tvhoetemsehetailnl gn. otTbhee echxearircmiseadn worhearney otnwloy meeting. directors may and the secretary at the request of any two directors shall forthwith summon a meeting of the board by notice delivered either personally or sent per medium of the post to the address given Calling by them under article 29, At least two clear days previous notice in meeting writing of the time and place of each special meeting shall be given to of board. each director. A director who is at any time not in Queensland shall not during such time be entitled to notice of the meeting. Board to elect its chairman and vice­ chairman. 114. The board shall appoint a chairman and a vice-chairman of their meetings and determine the period for which each of them is to hold office but if no such chairman or vice-chairman be elected or if at any meeting the chairman and vice-chairman be not present at the time appointed for holding the same the directors present may choose one of their number to preside at such meeting.

COMPANIES. 507 1952. Brisbane Gas Company, Etc., Act (No. 2). 115. Minutes shall be made in books provided for the purpose Minutes to of the names of the directors present at each meeting of the board be made* and of all resolutions and proceedings thereat. Any such minute purporting to be signed by the chairman at any meeting of the board shall be receivable in evidence of the facts therein stated without further proof. 116. A meeting of the directors for the time being at which a Powers of quorum is present shall be competent to exercise all or any of the (luorum- authorities, powers, and discretions by or under the articles of the company for the time being vested in or exercisable by the directors generally. 117. The directors may delegate any of their powers to committees Powers to consisting of such member or members of their body as they think ^m^ttees fit. Any committee so formed shall, in the exercise of the power so and tQ1 delegated, conform to any regulations that may from time to time be delegate, imposed upon it by the directors. 118. The meetings and proceedings of any such committee, Proceedings consisting of two or more members, shall be governed by the provisions of herein contained for regulating the meetings and proceedings of the commi ee directors, so far as the same are applicable thereto, and are not superseded by any regulations made by the directors under the last preceding clause. 119. All acts done by any meetings of the board or by a committee When acts of the directors or by any person bond fide acting as director shall notwithstanding that it be afterwards discovered that there was some ^aiCidmmi 0 defect in the appointment of any such directors or persons acting as notwith- aforesaid or that they or any of them were disqualified be as valid standing as if every such person had been duly appointed and was qualified to defectiye be a director. 120. A resolution in writing signed by all the directors or all the Resolution directors then in Queensland not being less than a majority of the without board shall be as valid and effectual as if it had been passed at a meeting meeting of the directors duly called and constituted. ' Powers of Directors. 121. The business of the company shall be managed by the General directors who may exercise all such powers of the company and do powers of on behalf of the company all such acts as may be exercised and done vested^ by the company and as are not by statute or by these presents expressly directors, required to be exercised or done by the company in general meeting but subject nevertheless to the provisions of the statutes and of these presents and to any regulations from time to time made by the company in general meeting but no regulation made by the company in general meeting shall invalidate any prior act of the board which would have been valid if such regulation had not been made. 122. Without prejudice to the general powers conferred by Specific article No. 121 and of the other powers conferred by these presents powers given it is hereby expressly declared that the board shall have the following to directors* powers, that is to say :— (1.) To make and enter into all such contracts and agreements To enter into for all or any of the purposes of the company and from contracts, time to time to rescind, vary and abandon the same or any of them.

508 COMPANIES. Brisbane Gas Company, Etc., Act (No. 2). 1 E liz . II. No. 54, To appoint officers, &c. To pay commissions and allowances. To employ brokers, &c. To acquire property. To appoint trustees. To bring and defend actions. To invest money. To establish reserve fund. (2.) Except as by these presents otherwise provided to appoint and at pleasure remove or suspend any managers, solicitors, secretaries, acting secretaries and such other clerks, officers and servants either for permanent or temporary or special servioes as they from time to time shall deem expedient for carrying on the business of the company and to determine the duties and powers of such persons and to fix and pay the amounts of their salaries and emoluments. (3.) To give to any officer or other person employed by the company (other than the managing directors, managing director or an ordinary director) a commission on the profits of any particular business or transaction or a share in the general profits of the company and such commission or share of profits shall be treated as part of the working expenses of the company and to pay commissions and make allowances to any person introducing business to the company or otherwise promoting the business thereof. (4.) To employ such brokers, surveyors, agents, valuers and other persons as they think necessary to dispose of, survey, examine or report upon any property of the company or for the acquisition of which it may be expedient for the board to treat and may allow and pay out of the funds of the company to the persons so employed such commissions, salaries, wages or other remuneration as the board may deem reasonable. (5.) To purchase or otherwise acquire for the company any property, rights or privileges whichthe company is authorised to acquire at such price and generally on such terms and conditions as they think fit. ( 6 .) To appoint any corporation, person or persons in any part of the Queen’s Dominions to accept and hold in trust for the company any property belonging to the company or in which it is interested and for any other purposes and to execute and do all such deeds and things as may be requisite in relation to any such trust. (7.) To institute, conduct, defend, compound or abandon any legal proceedings by and against the company or its officers or otherwise concerning the affairs of the company and also to compound and allow time for payment or satisfaction of any debts due and of any claims or demands by or against the company. ( 8 .) To invest and deal with any moneys of the company not immediately required for the purposes thereof upon such securities and in such manner as they may think fit and from time to time vary or realise such investments. (9.) Before declaring any dividend to set aside out of the profits of the company such sums as they think proper as a reserve fund to meet contingencies or for equalising dividends or for replacement, repairing, improving and maintaining any of the property of the company and for such other purposes as the board shall in their absolute discretion think conducive to the interests of the company

1952. COMPANIES. Brisbane Gas Company, Etc., Act (No. 2 ). 509 and to invest the several sums so set aside upon such investments (other than shares of the company) as they may think fit and from time to time deal with and vary such investments and dispose of all or any part thereof for the benefit of the company and to divide the reserve fund into such special funds as they may think fit with full power to employ the assets constituting the reserve funds in the business of the company and that without being bound to keep the same separate from the other assets. ( 10 .) From time to time to raise or borrow in the name or To borrow otherwise on behalf of the company such sums of money money on as they may from time to time think expedient either by mortgage. way of mortgage or charge of the whole or any part of the undertaking or property of the company both present and future including uncalled capital or by bonds or debentures, perpetual or redeemable, or in such other manner as they see fit. (11.) With the consent of the members expressed by an To carry extraordinary resolution and upon such terms as may into effect then be approved to carry into effect any arrangements ^®0^l0n for the amalgamation or union of the company with any amaigama- other company or for the dissolution or extinction of the tion, &c., company or for the winding-up of its affairs or for the sale of the or transfer of its business and properties. company. (12.) To sell, lease, mortgage or otherwise dispose of and deal To sell, &c., with as they shall think fit and on such terms as they company’s shall think proper all or any portion of the company’s assets* property, plant or other assets not being the principal undertaking of the company. (13.) To purchase or acquire the property, plant or other assets To acquire of any other company and pay for the same either in cash the assets or in shares partly or fully paid-up or in such other manner company P as they may determine. (14.) From time to time to make, vary and repeal by-laws for To make the regulation to the business of the company, its officers, by-laws, servants or the members of the company or other section thereof. (15.) To cause to be prepared a common seal and to make To provide provision for use in such places where the business of the official seal, company shall be carried on. (16.) To refer any claim or demands by or against the company To refer to to arbitration and observe and perform the awards. arbitration. (17.) To act on behalf of the company in all matters relating To act in to bankrupts or insolvents. insolvencies. (18.) From time to time to appoint trustees or a trustee to To appoint represent the company in connection with anyan<* remove superannuation scheme for the benefit of the employeestrustees* of the company and at their pleasure to remove the trustees or trustee and to appoint trustees or a trustee in their or his place subject however to the provisions of any trust deed regulating the management of the superannuation scheme.

510 COMPANIES. Brisbane Gas Company, Etc., Act (No. 2). 1 E liz . II. No. 54, Local g Local Management . 123. The directors may from time to time provide for the en * management and transaction of the affairs of the company in any specified locality whether in Queensland or elsewhere, in such manner as they think fit. Cheques, Bills , &c. tcTbe 1611^8 124. No moneys shall be paid except by the authority of the authorised board. All cheques, bills of exchange and promissory notes may be by board. signed, drawn, accepted, made or endorsed as the case may be for How and on behalf of the company by one director and the secretary, or cheques, &c., in such other manner as the directors may from time to time determine, may be signed. Moneys payable to 125. All moneys payable to the company shall be received by the company the secretary or by some person authorised by the board and shall to be be paid to the credit of the company into such bank as the board may trheceesiveecrdebtayry decide. and banked. gsReoecocrdeeitpartyofa autho1r2i6s.edThbey trheecebipotaridn shwarliltibneg aofgotohde asnedcrseutaffriycieonrt doitshcehrarpgeersfoonr discharge for all calls and interest on calls. calls and interest thereon. Common Seal. Custody and 127. The directors shall provide for the safe custody of the use o »ea . common seal of the company and the seal shall never be used except by the authority of a resolution of a general meeting or by order of the board of directors or a committee of the directors previously given and in the presence of two directors at the least one of whom shall sign every instrument to which the seal is affixed or on the written authority of any two directors. Secretary. Secretary to have charge of the 128. The secretary or other person so authorised by the board shall have in his charge and control subject to the orders of the board the records, books and other papers of the company except such as company’s are kept at its bankers and perform such other duties as may from records, &c. time to time be required by the board. Accounts . Ab©cckoeupnt.ts to of m1o2n9e.yTrheecebivoeadrdanshdalelxcpaeunsdeetdrubeyacthcoeuncotsmtpoanbye kaenpdt tohfethmeastutemrss in respect of which such receipt and expenditure takes place and of the transactions, assets, credits and liabilities of the company. Books of account to be kept at the company’s offic . 130. The books of account shall be kept at the registered office of the company or at such other place or places as the board think fit.

COMPANIES. 511 1952. Brisbane Gas Company, Etc., Act (No. 2). 131. The board shall from time to time determine whether and Inspection to what extent and at what time and places and under what conditions members, or regulations the accounts and books of the company or any of them shall be open to inspection by the members and no member shall have any right of inspecting any account or book or document of the company except as conferred by statute or authorised by the board or by a resolution of the company in general meeting. 132. The accounts of the company shall be balanced once at Annual least in every year and at intervals of not more than fifteen months and and at each ordinary general meeting the board shall lay before the g^eet .0 members a duly audited profit and loss account of the twelve months ’ preceding the end of the company’s financial year and in addition the board shall lay before the meeting a duly audited balance sheet made up for the same period as such account and containing a summary of the assets and liabilities of the company and a report Annual as to the state and condition of the company and as to the amount report of (if any) which they may have paid or recommended to be paid out directors* of profits or reserve funds by way of dividend or bonus and the amount (if any) which they have carried to reserve fund. 133. A printed copy of such profit and loss account, balance Printed copy sheet and directors’ report shall at least fourteen days previous to account^ the ordinary general meeting be sent to the registered address of balance’ every member of the company and the requisite number of copies sheet, and of each such document shall at the same time be forwarded to the directors’ secretary of each stock exchange upon which the company is listed, be^sent to members and stock exchange. 134. The annual profit and loss account and balance sheet shall Annual abte tohne tchoemtphareney’ds aoyffsicperebcyedainnyg mtheemabnenrudaelsimrienegtitnogsoepeesnamtoe. inspection plaonrsodsfiabtcaaclnaonducnet sheet open to inspection. 1$5. Every account of the board when audited and approved Account of obfysaucghenaecrcaolumnte. eting shall be conclusive evidence as to the correctness abbueoadritdedwhtoen conclusive evidence as to the correctness Audit . thereof. 136. Once at least in every year the accounts of the company Accounts shall be examined and the correctness of the balance sheet thereof to be shall be ascertained by an auditor or auditors. audited annually. 137. The auditor shall be appointed by the members at the Appointment annual general meeting or in default of such appointment by the of auditor* board. A retiring auditor shall be eligible for re-election without nomination. 138. A candidate other than a retiring auditor shall not be Notice of capable of being appointed auditor at an ordinary general meeting candidature, unless he give notice to the company of his candidature for the office of auditor not less than twenty-one days before the meeting, and the

512 COMPANIES. Brisbane Gas Company, Etc., Act (No. 2). 1 E liz . II. No. 54, Director or company shall give notice thereof to the shareholders in manner th^com^ an Prescr^e(^ by the articles, not less than fourteen days before the not capable^ meeting *• Provided that a director or offi cer of the company or a of being partner in any business with or an employer or employee of, a director appointed or officer of the tfom^any shall not be capable of being appointed or auditor. of acting as auditor of the company. Remunera­ 139. The remuneration of the auditor shall be fixed by the tion of auditor. members at the annual general meeting or in default thereof by the board. Auditor to 140. The auditor shall be supplied with a copy of the profit and eploxrsaosmfitinaend leoxsasmsitnaetetmheenstamanedwtihthe tbhaelanbcoeokshs, eeatccaonudntist asnhdallvobuechheirss drueltaytintog statement thereto. and balance sheet. Auditor to 141. The auditor shall make a report to the members upon the rmeepmorbtetros. wbahleatnhceersihneehtisanodpinaicocnoutnhtes baanldanicne esvheereyt sisucah fruelpl oarnt dhefasirhabllalsatnactee Copy of any sheet containing the particulars required by these regulations and qualified properly drawn up so as to exhibit a true and correct view of the state mareuepdmoitrboterorssfttoo toof tthheewohrodlienaorfythgeenceormalpamneye’ tsinafgfa: irsParnodvisduecdhtrheaptoritf sihnatllhbeeoppriensieonnteodf be supplied the auditor any qualified report by him should be made known to etoxcshtaonckge. tsohaeraechholsdteorcsk tehxecnhaangceopuypoonf wsuhcichhrtehpeorctomshpaalnl ybeis sliusptepdli.ed forthwith Filling of casual vacancy. 142. The board may fill any casual vacancy in the office of auditor and fix his remuneration but while any such vacancy continues the surviving or continuing auditor (if any) may act. Rights of 143. The auditor shall at all reasonable times have access to auditor. the books, accounts and vouchers of the company and he may in relation thereto examine the directors or other officers of the company. Dividends and Reserves. Payment of 144. Subject to these articles the profits or other money of the dividends. company distributed by way of dividend in each year shall be applied first in payment of a preferential dividend at the rate prescribed on the preference shares of the company (if any) and subject thereto shall be applied in payment of dividends upon the amount paid up on the ordinary shares of the company : Provided always that (subject as aforesaid) any capital paid up on a share during the period in respect of which the dividend is declared shall only entitle the holder of such share to an apportioned amount of such dividend as from the date of payment if so provided in the terms of issue. Declaration 145. The company in general meeting may declare dividends of dividends, out of the profits of the company earned during the financial year under review or any previous year whether transferred to general reserve or not after making due provision for reserves and any special funds or objects adopted by the board and subject also to the rights of the holders of any shares issued upon any conditions as to priority or preference and may fix a time for payment.

COMPANIES. 513 1952. Brisbane Gas Company, Etc., Act (No. 2). 146. Where capital is paid up in advance of calls upon the footing Capital paid that the same shall carry interest such capital shall not whilst carrying in advance interest confer a right to participate in profits. carrying interest shall , not participate in profits. 147. The directors may from time to time pay to the members Directors such interim dividends as appear to the directors to be justified by pw declare the profits of the company previously earned whether transferred to ^l^ends general reserve or not or anticipated to be earned during the company’s * financial year. 148. (1.) Any general meeting declaring a dividend whether out of Dividend profits or reserve funds or both may direct payment of such dividend in specie, wholly or in part by the distribution of specific assets, and in particular of paid up shares, debentures, or debenture stock of the company, or paid up shares, debentures, or debenture-stock of any other Company, or in any one or more of such ways, and the directors shall give effect to such resolution, and where any difficulty arises in regard to the distribution they may settle the same as they think expedient, and may fix the value for distribution of such specific assets or any part thereof, and may determine that cash payments shall be made to any member upon the footing of the value so fixed in order to adjust the rights of all parties, and may vest any such specific assets in trustees upon such trusts for the persons entitled to the dividend as may seem expedient to the directors. Where requisite a proper contract shall be filed in accordance with the Act and the directors may appoint any person to sign such contract on behalf of the persons entitled to the dividend, and such appointment shall be effective. (2.) The company in general meeting may from time to time Company pass a resolution or resolutions to the effect that it is desirable to may . capitalise the whole or any part of the undivided profits of the company for the time being standing to the credit of the company’s reserve profits.e funds, and that the same may be distributed as a dividend or bonus {with or without liability to income tax) amongst the holders of the ordinary shares in proportion to the ordinary shares held by them respectively, and that the directors be authorised to distribute amongst them any of the unissued ordinary shares in like proportion in satisfaction of payment of such dividend or bonus. (3.) When any such resolution has been passed, the directors Bonus and shall allot and issue unissued ordinary shares credited as fully paid corres- up to the holders of the outstanding ordinary shares in satisfaction of the said dividend or bonus, and as nearly as may be in proportion s * to the ordinary shares held by them respectively, with full power where any difficulty arises in regard to such distribution to settle the same as they think expedient and in particular to make such provisions as they think expedient for the case of fractions or to sell the shares representing the aggregate of fractional parts, and divide the proceeds amongst the members entitled thereto, and prior to such allotment the directors may authorise any person on behalf of the holders of such ordinary shares to enter into any agreement R

514 COMPANIES. Brisbane Gas Company, Etc., Act (No. 2). 1 E liz . II. No. 54, with the company, providing for the allotment to them of such shares credited as fully paid up, and in satisfaction as aforesaid, and any agreement made under such authority shall be effective. Directors may pay dividend in different ways. 149. The directors may pay an interim dividend as defined in article No. 147 to ordinary shareholders and may satisfy such dividend any one or more of such ways as set out in article No. 148. What to be 150 . The declaration of the directors as to the amount of the deemed net ne£ pro£ts of the company shall be conclusive. Board may 151. The board may deduct all such sums of money as may be mcmev due ^en due fr°m any member to the company on any shares on account for calls, &c. of calls or instalments or otherwise from the dividends payable to that member in respect of such shares. Effect of 152, A transfer of shares shall not pass the right to any dividend transfer. declared thereon before the registration of the transfer. Payment by 153. The company may transmit any dividend or bonus payable pos * in respect of any share by cheque, draft, postal order or by any other medium by post to the registered address of the holder of such share or in the case of joint holders to the registered address of that one whose name stands first on the register in respect of the joint holding and shall not be responsible for any loss arising therefrom. Where joint 154 . In ease several persons are registered as the joint holders holders. Qf any share any one 0f such persons may give effectual receipt for all dividends and payments on account of dividends in respect of such share. Notices. How notice 155. Any notice requiring authentication by the company may to be signed, signed by any director or by the secretary or by any other officer of the company in that behalf authorised by the board and need not be under the common seal of the company. How to be 156. Any notice may be served by the company upon any member smeermvebdero.n paderdsroenssaelldytoorsubchy mseenmdbinerg aitthtishrroeugigshtertehdeadpdorsetssi. n a prepaid letter Notices to 157. All notices shall with respect to any registered shares to joint holders. which persons are jointly entitled be given to whichever of such persons is named first on the register and notice so given shall be sufficient notice to all holders of such shares. Notice valid 158. Any notice or document delivered or sent by post to or though member deceased. left at the registered address of any member in pursuance of these presents shall notwithstanding such member be then deceased and whether or not the company have notice of his decease be deemed to have been duly served in respect of any registered shares whether held solely or jointly with other persons until the secretary or other person appointed by the board shall have received notice that he is deceased or until some other person be registered in his stead as the holder or joint holder thereof and such service shall for all purposes of these presents be deemed a sufficient service of such notice or document on his executors or administrators and all persons (if any) jointly interested with him in any such share.

COMPANIES. 515 1952. Brisbane Gas Company, Etc., Act (No. 2). 159. The signature to any notice to be given by the company How notice may be written, printed, typewritten or lithographed. to be signed. 160. Any notice sent by post shall be deemed to have been When served on the day following that on which the envelope or wrapper notice by containing the same is posted and on proving such service it shall be to ^avTbeen sufficient to prove that the envelope or wrapper containing the notice served. was properly addressed and stamped and put in the post office or proper receptacle. 161. When a given number of days’ notice or notice extending How time over any other period is required to be given the day of service shall to be not unless it is otherwise provided be counted in such number of counted, days or other period. Indemnities. 162. Subject to the provisions of section one hundred and sixty indemnity, of the Act, every director, managing director, manager, secretary, or other officer or servant of the company shall be indemnified by the company against and it shall be the duty of the board out of the funds of the company to pay all costs, losses and expenses which any such officer or servant may incur or become liable to pay by reason of any contract entered into or act or deed done on behalf of the company by him as such officer or servant or in any way in the discharge of his duties and the amount for which such indemnity is provided shall immediately attach as a lien on the property of the company and have priority as between the members over all other claims. 163. No director or other officer of the company shall be held individual liable for any acts, receipts, neglects, or defaults of any other director respon- or officer or for joining in any receipts or other acts of conformity or for the loss or expense happening to the company through the air c ors* insufficiency or deficiency of title to any property acquired by order of the board for or on behalf of the company or fcfr insufficiency or deficiency of any security in or upon which any of the moneys shall be invested or for any loss or damage arising from the bankruptcy, insolvency or wrongful act of any person with whom any moneys, securities or effects shall be deposited or for any other loss, damage or misfortune whatsoever which shall happen in the execution of the duties of his respective office or in relation thereto unless the same happen through his own wilful act or default. Winding-Up. 164. If the company shall be wound up and the assets available Distribution for distribution among the members as such shall be insufficient to of assets, repay the whole of the paid up capital such assets shall be distributed so that as nearly as may be the losses shall be borne by the members in proportion to the capital paid up or which ought to have been paid at the commencement of the winding-up on the shares held by them respectively. And if in a winding-up the assets available for distribution among the members shall be more than sufficient to repay the whole of the capital paid up at the commencement of the winding-up the excess shall be distributed amongst the members in proportion to the capital at the commencement of the winding-up paid up or which ought to have been paid up on the ordinary shares

516 COMPANIES. TrusteeCompaniesAct. 1 E liz . II., held by them respectively. But this clause is to be without prejudice to the rights of the holders of shares issued upon special terms and conditions. Distribution 165. If the company shall be wound up whether voluntarily or ionf aspsseectise. roethsoelruwtiiosen tdhievildiqeuiadmatoonrgmmayemwbiethrs thine saspnecctiieon aoftferandeexcltarraionrgdinwairthy like sanction the value of any part of the assets of the company and may also with like sanction vest any part of the assets of the company in trustees upon such trusts for the benefit of the members as the liquidator with the like sanction shall think fit. But this clause is to* be without prejudice to the rights of the holders of shares issued upon special terms and conditions. 166. The words in the margins of the above articles are for convenience of reference only and shall not be taken into consideration in construing such articles. l E liz . II. T he T rustee C ompanies A ct op 1952. An Act to Amend “The Queensland Trustees, Limited, Acts, 1888 to 1932,” and “The Union Trustee Company of Australia, Limited, Acts, 1890 to 1930,” each in certain particulars. [A ssented to 4 th D ecember , 1952.] B E it enacted, by the Queen’s Most Excellent Majesty, by and with the advice and consent of the Legis­ lative Assembly of Queensland in Parliament assembled, and by the authority of the same, as follows:— P art I.— P reliminary . P art I. —P reliminary . Short title. 1. This Act may be cited as “ The Companies Act of 1952.” Trustee Parts of Act. 2. This Act is divided into Parts as follows :— P art 1.—P reliminary ; P art II. —A mendments of *“ T he Q ueensland T rustees , L imited , A cts , 1888 to 1932 ” ; P art III. —A mendments of f“ T he U nion T rustee C ompany of A ustralia , L imited , A cts , 1890 to 1930.” * 52 V. and amending Acts, f 54 V. and amending Acts.