The statement that is NOT correct about the effect of the corporate constitution (or replaceable rules) is (d) it operates as a contract between the company and each director.
The statement that is NOT correct about the effect of the corporate constitution (or replaceable rules) is (d) it operates as a contract between the company and each director. The corporate constitution or replaceable rules generally operate as a contract between the company and its members, not between the company and each director.
For example, the replaceable rules in Australia's Corporations Act 2001 provide a set of default rules that can be applied to the internal management of a company if the company does not have its own constitution. These rules are binding on the company and its members, but not specifically on the directors.
By contrast, a director's relationship with the company is generally governed by their appointment as a director and the duties and responsibilities that come with that role, rather than through the corporate constitution or replaceable rules.