Urabbaparcensian constitutional law
Urabbaparcensian constitutional law is the area of the law relating to the interpretation and application of the Constitution of the Enactorate of Urabbaparcensia (formerly Urabba Parks Pty Ltd). The Constitution has effect as a contract between the members and directors of Urabba Parks Pty Ltd under the Corporations Act 2001 of the Parliament of Australia. Other persons who wish to be involved in the activities of Urabba Parks also agree to be bound by the Constitution by voluntarily becoming party to the agreement of jurisdiction. Immediately before the establishment of jurisdiction (the adoption of the Constitution), a Statement of Rules was also adopted by Urabbaparcensia and describes the pre-existing laws of the micronation.
Agreement of jurisdiction
Subsection 7(2) of the Urabbaparcensian Constitution contains the agreement of jurisdiction, which effectively enables the judicial processes of Urabbaparcensia by requiring attendance and evidence giving before courts and tribunals, in addition to other evidence-gathering bodies such as Inquiries Urabbaparcensia (Enactorial Commissions) and the Corporate Parliament.[Constitution 1]
Effect of the Corporations Act 2001
The Corporations Act 2001 of the Parliament of Australia is the law under which Urabba Parks Pty Ltd exists as a legal entity. The Act provides for the registration of companies as well as their governance and capital structure. Under the Act, Urabba Parks Pty Ltd must include on 'public documents' and its common seal the company name with the legal elements 'Pty Ltd' (short for Proprietary Limited) and its Australian Business Number. However, some of the governance provisions contained in the Corporations Act do not apply to Urabba Parks Pty Ltd as it is also registered as a charity under the Australian Charities and Not-for-profits Commission Act 2012.
Replaceable rules
Item 6 of the table in subsection 10(3) of the Constitution provides for the application of replaceable rules under the Corporations Act 2001, including some of the default constitutional provisions disapplied by the Australian Charities and Not-for-profits Commission Act 2012. The table below sets out the applicability under this item of default constitutional provisions (mandatory and replaceable rules) set out in section 141 of the Corporations Act. Provisions that do not apply as replaceable rules or mandatory rules to a public companies not registered under the ACNC Act, or of which deal with the terms of office of directors, secretaries and other officers, are deemed to be not applicable. Provisions that are inconsistent with the Constitution of Urabbaparcensia or other legislation are deemed to be displaced. Provisions deemed applicable are subject to Acts of the Parliament of Urabbaparcensia and binding precedent set by the corporate judicature.[Constitution 2]
| Item | Rule | Section | Applicability | |
|---|---|---|---|---|
| Officers and Employees | ||||
| 1 | Voting and completion of transactions—directors of proprietary companies | 194 | Not applicable | |
| 2 | Powers of directors | 198A | Displaced[1] | |
| 3 | Negotiable instruments | 198B | Applicable | |
| 4 | Managing director | 198C | Not applicable | |
| 5 | Company may appoint a director | 201G | Not applicable | |
| 6 | Directors may appoint other directors | 201H | Not applicable | |
| 7 | Appointment of managing directors | 201J | Not applicable | |
| 8 | Alternate directors | 201K | Not applicable | |
| 9 | Remuneration of directors | 202A | Displaced[2] | |
| 10 | Director may resign by giving written notice to company | 203A | Not applicable | |
| 11 | Removal by members—proprietary company | 203C | Not applicable | |
| 12 | Termination of appointment of managing director | 203F | Not applicable | |
| 13 | Terms and conditions of office for secretaries | 204F | Not applicable | |
| Inspection of books | ||||
| 14 | Company or directors may allow member to inspect books | 247D | Applicable | |
| Director’s Meetings | ||||
| 15 | Circulating resolutions of companies with more than 1 director | 248A | Applicable[3] | |
| 16 | Calling directors’ meetings | 248C | Applicable[4] | |
| 17 | Chairing directors’ meetings | 248E | Applicable[5] | |
| 18 | Quorum at directors’ meetings | 248F | Applicable[6] | |
| 19 | Passing of directors’ resolutions | 248G | Applicable[7] | |
| Meetings of members | ||||
| 20 | Calling of meetings of members by a director | 249C | Displaced[8] | |
| 21 | Notice to joint members | 249J(2) | Applicable[9] | |
| 22 | When notice by post or fax is given | 249J(4) | Applicable[10] | |
| 22A | When notice under paragraph 249J(3)(cb) is given | 249J(5) | Applicable[11] | |
| 23 | Notice of adjourned meetings | 249M | Applicable[12] | |
| 24 | Quorum | 249T | Applicable[13] | |
| 25 | Chairing meetings of members | 249U | Applicable[14] | |
| 26 | Business at adjourned meetings | 249W(2) | Applicable[15] | |
| 27 | Who can appoint a proxy
[replaceable rule for proprietary companies only] |
249X | Applicable[16] | |
| 28 | Proxy vote valid even if member dies, revokes appointment etc. | 250C(2) | Applicable[17] | |
| 29 | How many votes a member has | 250E | Applicable[18] | |
| 30 | Jointly held shares | 250F | Applicable[19] | |
| 31 | Objections to right to vote | 250G | Applicable[20] | |
| 32 | How voting is carried out | 250J | Applicable[21] | |
| 33 | When and how polls must be taken | 250M | Applicable[22] | |
| Shares | ||||
| 33A | Pre‑emption for existing shareholders on issue of shares
in proprietary company |
254D | Not applicable | |
| 33B | Other provisions about paying dividends | 254U | Displaced[23] | |
| 34 | Dividend rights for shares in proprietary companies | 254W(2) | Not applicable | |
| Transfer of shares | ||||
| 35 | Transmission of shares on death | 1072A | Displaced[24] | |
| 36 | Transmission of shares on bankruptcy | 1072B | Displaced[25] | |
| 37 | Transmission of shares on mental incapacity | 1072D | Displaced[26] | |
| 38 | Registration of transfers | 1072F | Displaced[27] | |
| 39 | Additional general discretion for directors of proprietary companies to refuse to register transfers | 1072G | Not applicable | |
^ Note I: The following sections of the Constitution set out the powers of Urabba Parks:
(a) section 1 (legislative)[28];
(b) section 61 (executive)[29];
(c) section 71 (judicial)[30].
^ Note II: The following provisions of the Constitution deal with remuneration of directors:
(a) section 48 (legislative directors)[31];
(b) section 66 (Ministers)[32];
(c) subsection 72(3) (presenters of judicial directors)[33].
(a) who is a member of the House of Ordinaries may resign as a member of the House in writing addressed to the Speaker (see section 37), and ceases to be a director by virtue of ceasing to be a member (see subsection 21(4) of the Constitution)[34];
(b) who is a judicial officer may resign from office in writing addressed to the Manager‑General (see subsection 72(8) of the Constitution[35]), and ceases to be a director by virtue of ceasing to hold judicial office (see subsection 70(1) of the Constitution)[36].
^ Note IV: The Parliament may set the rules of proceeding of:
(a) Houses of the Parliament: see section 50 of the Constitution;[37]
(b) judicial bodies: see section 79 of the Constitution.[38]
^ Note V: Proceedings of members are usually initiated by the Manager‑General in Council, in the case of general elections (see section 32 of the Constitution) and referenda (see section 128 of the Constitution). The Speaker may issue the writ for the election to fill a casual vacancy in the House of Ordinaries: see section 33 of the Constitution.[39]
^ Note VI: The Parliament may legislate for the conduct of proceedings of members of Urabba Parks: see subparagraph 51(b)(xviii) of the Constitution.[40]
^ Note VII: The Parliament may legislate for a charity distribution to ordinary members: see subparagraph 51(b)(iii) of the Constitution.[41]
^ Note VIII: Membership is not transferrable or transmissible except as provided under law: see section 113 of the Constitution.[42]
Statement of Rules
Item 7 of the table in subsection 10(3) of the Constitution provides for the application of law "existing at the establishment of jurisdiction."[Constitution 3] Immediately before the establishment of jurisdiction (the adoption of the Constitution), a Statement of Rules was also adopted by Urabba Parks Pty Ltd and describes the pre-existing laws of the micronation. Offences described in the Statement of Rules include betrayal, nuisance, binding an entity without authority, recklessly or intentionally causing damage to property, bullying, recklessly or intentionally causing death, concealment of a breach, recklessly or intentionally causing injury, concealment of an incident, recklessly or intentionally causing serious injury, contempt of tribunal, recklessly or intentionally violating a person, false statement, sexual harassment, harassment, subversion, incitement to commit a breach, unlawfully taking possession of property, improperly purporting to have bound an entity, victimisation and limiting the lawful enjoyment of a public space.[1] The Statement of Rules was not intended to be exhaustive in its description of the law at the time of establishment of jurisdiction, although it does provide an interim disciplinary framework until the disciplinary law is codified.
Application of the Australian Charities and Not-for-profits Commission Act 2012
As a registered charity under the Australian Charities and Not-for-profits Commission Act 2012 of the Parliament of Australia, Urabba Parks Pty Ltd is required to meet the ACNC Governance Standards made under the Australian Charities and Not‑for‑profits Commission Regulation 2013. The provisions of the Constitution most relevant to the meeting of these standards are section 10 (dealing with being a not-for-profit, the furthering of charitable purposes, and compliance with Australian law),[43] section 41 (dealing with conflicts of interest)[44] and section 98 (dealing with accountability to members in financial reporting).[45]
See also
- Constitution of Urabba Parks Pty Ltd
- Agreement of jurisdiction (Urabbaparcensia)
- Urabbaparcensian legal system
References
- ↑ Statement of Rules. Urabba Parks Pty Ltd. Retrieved 29 September 2022.
The Constitution
Bibliography
- Racovolis, Daniel James; Urabba Parks Proprietary Limited, (commissioning body.) (2022), Introductory Speech and Explanatory Memorandum to the Urabba Parks Proprietary Limited Constitution Bill 2021, Racomedia, retrieved 18 September 2022