John, Robert, Jackie, David and Peter are the only shareholders of Camelot Pty Ltd. This company was registered without a constitution . John and Robert (who between them hold 80% of the issued shares in Camelot Pty Ltd) want to ensure the shares of Camelot Pty Ltd are not sold to Nixon Pty Ltd, a competitor of Camelot Pty Ltd. John and Robert call a meeting of shareholders and pass a special resolution to adopt a constitution which includes a clause that prohibits shareholders in Camelot Pty Ltd from transferring their shares to any person except Nixon Pty Ltd without the consent of the company and that amendment is enforceable.

What answer best describes the legal status of the new constitution?

a. The company can adopt a new constitution by special resolution however a shareholder will not be bound by the clause prohibiting transfer of shares toNixon Pty Ltd, unless consent is given in writing.

b. The company cannot adopt a constitution because it didn't receive written consent from all shareholders.

c. The company cannot adopt a constitution because the replaceable rules apply.

d. The company can adopt a new constitution by special resolution and the clause prohibiting transfer of shares toNixon Pty Ltd will be effective against all shareholders.