15 April 2016
In order of precedence, if the constitution, shareholders agreement and replaceable rules say something different about the same scenario, which prevails in order?
If so I assume then that the shareholder agreement needs to be clear that it overrides the terms of the constitution?
You are correct. The constitution is an agreement that shareholders become parties to when they acquire shares.
To the extent it deals with issues in the replaceable rules, it overrides them. It does not replace a rule that is capable of application without offending the constitution.
The shareholders agreement is a subsequent agreement so it overrides both. It is not necessary for the shareholders agreement to expressly provide it overrides inconsistent provisions of the constitution or rules because this is clearly inferred.
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