Should New Edition Pty Ltd rely on the replaceable rules in the above circumstances

Should New Edition Pty Ltd rely on the replaceable rules in the above circumstances or would a constitution be more appropriate? Explain fully
The directors of Lipton-Herzberg Ltd and Welsh Ltd agreed to start a new business to be owned by a new company, New Edition Pty Ltd, whose share capital would be divided into two classes as follows:
Ordinary shares - $1 issue price
- 400,000 - Lipton-Herzberg Ltd
- 200,000 - Welsh Ltd
Preference shares - $2 issue price
- 100,000 - Phillip (director & 50% shareholder of Lipton-Herzberg Ltd)
- 100,000 - Abe (director & 50% shareholder of Lipton-Herzberg Ltd)
- 100,000 - Michelle (director & 50% shareholder of Welsh Ltd)
It was agreed that Phillip, Abe and Michelle would be the first directors of New Edition, with Michelle also appointed as secretary. Lipton-Herzberg Ltd and Welsh Ltd also agreed that the internal governance rules of New edition Pty Ltd should provide that:
- A person nominated by Welsh Ltd must be the chair of New Edition Pty Ltd and that the chair should have both a vote as well as a casting vote at the directors' meetings.
- A person nominated by Lipton-Herzberg Ltd must be the managing director of New Edition Pty Ltd and that the person so appointed cannot be removed from that position unless Lipton-Herzberg Ltd specifically agreed.
- New Edition Pty Ltd's ordinary shareholders would have six votes per share and preference shareholders, one vote per share at shareholders' meetings.
- A New Edition Pty Ltd shareholder can only transfer their shares to existing shareholders. The transfer price must be the market price as determined by an independent valuer.
Required:
Should New Edition Pty Ltd rely on the replaceable rules in the above circumstances or would a constitution be more appropriate? Explain fully.