Section 40: Effect of Act on company having constitution

40. Effect of Act on company having constitution (1) Where a company has a constitution, the rights, powers, duties, and obligations of the company, the Board, each director, and each shareholder of the company shall be those set out in this Act except to the extent that they are restricted, limited or modified by the constitution of the company in accordance with this Act. (2) Subject to subsection (3), the form of constitution of a private company shall be in the form set out in the Second Schedule. (3) A private company may exclude or modify the provisions of its constitution to the extent permitted by the Second Schedule.