Happy Coffee Shop: Draft Corporate Constitution Presentation

Company Details

• Company type – Pty Limited.
• Happy Coffee Shop has all legal capacity and power as provided in the Corporations Act (CA).
• This is the constitution of Happy Coffee Shop Propriety Limited.
• In this constitution, Corporations Act refers to the Corporations Act 2001 or any Act that replaces it thereafter.
• An expressions used in this constitution that are defined by the Corporations Act have the same implications as in that Act.
• Objects Clause: Happy Coffee Shop only offers coffee and sweet bread/cake.
• The company does not do lunch or sandwich.

Rights of Company Members

• If over 30% of the members vote for a meeting, the meeting will be set up in 4 weeks time(Mallin & Melis, 2012).
• If the company has a profit, the company will spend 50% of the profit for dividend for members in June or December .
• The decision will be approved if there is over 50% quorum.
• Happy Coffee Shop AGM meeting will deliberate on the dividend plan.

Directors Powers and Wages

• The Board of Directors (BOD) will approve the decisions made during the AGM(Martín & Herrero, 2018).
• The BOD will approve the detained dividend with over 50% to carry out the AGM decisions.
• The members’ meeting will approve any director appointment and wages(Nicholson & Newton, 2010).

Alteration of the Constitution

Any changes to the company’s constitution will be made during the members meeting with over 80% members attendance(Salim, 2019).

Company Shares

• Subject to the terms of issue of shares, the directors may pay dividends as they consider appropriate(Dudycz, 2019).
• The directors may determine that a dividend is payable and fix:
  • the amount,
  • the time for payment ,
  • the method of payment – the methods of payment may include the payment of cash, the issue of shares, the grant of options and the transfer of assets.
• Interest is not payable on a dividend.

Transfer of Shares

• Transmission of shares can be done upon the death of a shareholder.
• Registration of transfers – A person transferring shares remains the holder of the shares until the transfer is registered.
• Transmission of shares on bankruptcy.
• A bankrupt person may by giving a written and signed notice to the company, elect to be registered as the holder of the shares(French, 2019).

Bibliography

Dudycz, T. (2019). The Effect of Share Capital on Company Performance (SSRN Scholarly Paper ID 3485999). Social Science Research Network. Web.

French, D. (2019). 8. Share transfer (pp. 213–227). Web.

Mallin, C., & Melis, A. (2012). Shareholder rights, shareholder voting, and corporate performance. Journal of Management & Governance, 16(2), 171–176. Web.

Martín, C. J. G., & Herrero, B. (2018). Boards of directors: Composition and effects on the performance of the firm. Economic Research-EkonomskaIstraživanja, 31(1), 1015–1041. Web.

Nicholson, G., & Newton, C. (2010). The role of the board of directors: Perceptions of managerial elites. Journal of Management & Organization, 16. Web.

Salim, M. (2019). Farewell the Constitution? Mandatory and (the New) Default Rules in the Companies Act.