Provisions to be included in memorandum and articles
Schedule 1 Provisions to be included in memorandum and articles
Section 7
Part 1 Memorandum of Association
1. Principal object The principal objective of the Company is to manage and facilitate the operation of a shipping service to and from Tasmania in a manner that is consistent with sound commercial practice.
Part 2 Articles of Association
2. Interpretation Words, phrases and expressions used in these articles have the same meanings as in –
the Corporations Act; and
except where inconsistent with that Law, the TT-Line Arrangements Act 1993.
3. Powers and duties of directors Subject to the Corporations Act and these articles–
the business of the Company must be managed by the board of directors; and
the board of directors may exercise all powers of the Company as are not, by the Corporations Act or by these articles, required to be exercised by the shareholders.
3A. Terms of directors
Except as approved under clauses 3B and 3C, a person may not be appointed to serve as director on the board of directors if the person –
has previously served 2 full terms as director on the board of directors, whether consecutive or not; or
has previously held the position of chief executive officer of the Company.
For the avoidance of doubt, subclause (1) does not apply to a term as director if –
the person –
holds the office of director to fill a vacancy in the office of director; and only holds that office for the remainder of the vacating director’s term; and
holds the office of director to fill a vacancy in the office of director; and
only holds that office for the remainder of the vacating director’s term; and
the person has not previously been appointed as director for a full term.
For the purposes of this clause, a person has served a full term as director –
if the person has held the office of director for the amount of time for which the person was appointed to that office, before being required to be reappointed to the office; and
regardless of whether that person served the full term as director before, or after, the commencement of the Government Business Governance Reforms Act 2025.
For the purposes of this clause, the operation of section 21(3)(b) of the Acts Interpretation Act 1931 in respect of a person’s appointment to the office of director is taken to be an extension of the person’s full term as director and not a reappointment of the person to the office of director.
3B. Members may appoint directors for subsequent terms
A person may be appointed for, or otherwise serve, a third or subsequent term as director if the members are satisfied that exceptional circumstances exist that require the person to serve a third, or subsequent, term.
If a person is appointed for, or to otherwise serve, a third or subsequent term as director, the Minister is to table a notice in each House of Parliament, within 7 sitting-days after the appointment, that includes –
a statement that includes the following information:
the fact that the appointment has been made;
the duration of the term of the appointment so made;
how many times the person, so appointed, has been appointed to the office of director; and
the fact that the appointment has been made;
the duration of the term of the appointment so made;
how many times the person, so appointed, has been appointed to the office of director; and
if appropriate, the exceptional circumstances relied upon by the members when making the appointment.
3C. Members may appoint former chief executive officers as directors
A former chief executive officer of the Company may be appointed as director if the members are satisfied that exceptional circumstances exist that require the person to be appointed as director.
If a former chief executive officer of the Company is appointed as director under subclause (1), the Minister is to table a notice in each House of Parliament, within 7 sitting-days after the appointment, that includes –
a statement that includes the following information:
the fact that the appointment has been made;
the duration of the term of the appointment so made;
that the person was previously the chief executive officer of the Company; and
the fact that the appointment has been made;
the duration of the term of the appointment so made;
that the person was previously the chief executive officer of the Company; and
if appropriate, the exceptional circumstances relied upon by the members when making the appointment.
4. Shareholder approval for non-pro rata share issue Except where approved by a special resolution, the Company must not –
offer shares for subscription; or
invite persons to subscribe for shares; or
allot or issue shares in the Company on a basis other than to existing shareholders pro rata to their existing shareholding.
5. Shareholder approval for sale or disposal of main undertakings Except where approved by a special resolution, the Company must not sell or dispose of –
its main undertaking as specified by the shareholders of the Company; or
any of its subsidiaries.
6. Shareholder approval for matters relating to ownership of subsidiaries Except where approved by special resolution, the Company must not –
form or acquire, or participate in the formation or acquisition of, a subsidiary; or
dispose of shares in a subsidiary; or
enter into any transaction which may result in a subsidiary ceasing to be a subsidiary.
7. Shareholder approval for amendment of memorandum or articles of subsidiary Except where approved by special resolution of the Company, the Company must not approve or effect an amendment to the memorandum or articles of a subsidiary.
8. Dividends Subject to the Corporations Act, the amount of each dividend (if any) to be paid by the Company to its shareholders is the amount determined by resolution of the shareholders after they have consulted with the board of directors and considered the recommendations of that board.
9. Limit on contractual undertakings
The shareholders by special resolution may give directions to the Company –
specifying the types of contractual undertakings that the Company may or must not enter into; and
in relation to any type of contractual undertakings; and
specifying conditions with which the Company must comply before entering into, or when performing, any type of contractual undertaking.
The Company must not enter into, or perform, a contractual undertaking in contravention of a direction given under subclause (1).
The shareholders by special resolution may approve the Company entering into or performing a particular contractual undertaking notwithstanding any directions given under subclause (1).
The Company must keep a separate register of all special resolutions made under subclauses (1) and (3).
The register is to be available for inspection by the public at any reasonable time.
On the payment of a fee determined by the Company, the Secretary of the Company may provide a certified copy of the register or part of the register to a person.
A certified copy of the whole of the register is evidence that on the days the copy was certified, the special resolutions contained in the certified copy have been made under subclause (1) or (3) and no other special resolutions have been made under either of those subclauses.
A certified copy of part of the register is evidence that, on the day the copy was certified, the special resolutions contained in the certified copy have been made under subclause (1) or (3).
In this clause, certified copy means a copy that has been certified by the Secretary of the Company in a manner he or she considers appropriate.
10. Limit on borrowings from persons other than Treasurer
In respect of a financial year, the shareholders by special resolution may determine the maximum total amount that may be borrowed by the Company and all its subsidiaries from persons, other than the Treasurer, during that financial year.
The Secretary of the Company must notify all the subsidiaries of the Company, in writing, of a maximum total amount determined under subclause (1) if it has been so determined.
The Company must ensure that the total of all amounts borrowed by the Company and all its subsidiaries from persons, other than the Treasurer, during a financial year does not exceed the maximum total amount determined under subclause (1) in respect of that financial year.
A person who is proposing to lend money to the Company or to a subsidiary of the Company may request the Secretary of the Company, in writing, to provide a certificate of total borrowings under subclause (5).
If the Secretary of the Company is satisfied that the total of all amounts borrowed, including the amount of a proposed loan specified in the request referred to in subclause (4), by the Company and its subsidiaries as at the day on which the Secretary provides a certificate of total borrowings would not exceed the maximum total amount determined under subclause (1) in respect of the financial year in which that day occurs, the Secretary may provide a certificate of total borrowings which states that the total of all amounts borrowed, including the amount of that proposed loan, does not exceed that maximum total amount on that day.
A certificate of total borrowings provided under subclause (5) is evidence that an amount borrowed by the Company or a subsidiary of the Company on or before the day on which the certificate is provided is not borrowed in contravention of subclause (3) if the loan was a proposed loan referred to in the certificate.
11. Shareholder request of information On the written request of a shareholder, the Company must provide to both the shareholder and the Minister for the time being administering the TT-Line Arrangements Act 1993 –
the business or strategic plans of the Company and its subsidiaries; and
the financial information specified in the request; and
a report on the matters specified in the request.
This Act’s bill:Second reading speech
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