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Constitution of - Fonterra

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COMMENTS<br />

48.2 Interpretation: In this <strong>Constitution</strong>, unless the context otherwise<br />

requires:<br />

(a)<br />

(b)<br />

(c)<br />

the table <strong>of</strong> contents, headings, and descriptions<br />

relating to sections <strong>of</strong> the Act and the Co-operative<br />

Companies Act, are inserted for convenience only and<br />

shall be ignored in construing this <strong>Constitution</strong>;<br />

the singular includes the plural and vice versa;<br />

reference to any legislation or to any provision <strong>of</strong> any<br />

legislation (including regulations and orders) includes:<br />

(i)<br />

(ii)<br />

that legislation or provision as from time to<br />

time amended, re-enacted or substituted;<br />

any statutory instruments, regulations, rules<br />

and orders issued under that legislation or<br />

provision;<br />

(d)<br />

(e)<br />

(f)<br />

(g)<br />

(h)<br />

"written" and "in writing" include any means <strong>of</strong><br />

representing or reproducing words, figures and<br />

symbols in a tangible and visible form;<br />

words and expressions defined or explained in the Act<br />

or Co-operative Companies Act, as the case may<br />

require, have the same meaning in this <strong>Constitution</strong>;<br />

words and expressions cognate with words or<br />

expressions defined in this <strong>Constitution</strong> have meanings<br />

corresponding to those <strong>of</strong> the defined words and<br />

expressions;<br />

references to clauses and sections (other than sections<br />

<strong>of</strong> the Act or the Co-operative Companies Act) are<br />

references to clauses and sections in this <strong>Constitution</strong>,<br />

unless stated otherwise;<br />

where a legal requirement under the Act is substantially<br />

reproduced in this <strong>Constitution</strong> that legal requirement<br />

may be met by electronic means in accordance with<br />

the Electronic Transactions Act 2002. In this paragraph<br />

the term ‘legal requirement’ has the meaning given to<br />

that term by the Electronic Transactions Act 2002; and<br />

(i)<br />

references to a "postal ballot" include a postal ballot<br />

conducted by electronic means.<br />

48.3 <strong>Constitution</strong> to prevail: If there is any conflict between:<br />

(a)<br />

a provision in this <strong>Constitution</strong> and a provision in the<br />

Act or the Co-operative Companies Act which is<br />

expressly permitted to be altered by this <strong>Constitution</strong>;<br />

or<br />

(Clause 48.2(i))<br />

This new clause has been<br />

added to clarify that postal<br />

votes may be cast by<br />

electronic means.<br />

(b)<br />

a word or expression defined or explained in the Act or<br />

the Co-operative Companies Act and a word or<br />

expression defined or explained in this <strong>Constitution</strong>,<br />

the provision, word or expression in this <strong>Constitution</strong> prevails.<br />

PAGE 54<br />

<strong>Constitution</strong> <strong>of</strong> <strong>Fonterra</strong> Co-operative Group Limited

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