Easyterms Limited is committed to good corporate governance, which aims to:
Promote the long-term interests of its shareholders.
Strengthen Board and management accountability.
Help build public trust in the Company.
The Board of Directors is appointed by shareholders to oversee their interest in:
The long-term health of the business.
The overall success of the business.
The financial strength of the business.
The Board serves as the Company's ultimate decision-making body, except for matters reserved to or shared with the owners.
The Board selects and oversees members of senior management.
Senior management is charged by the Board with conducting the business of the Company.
The Board of Directors has established Corporate Governance Guidelines that provide a framework for effective governance. These guidelines address:
The Board’s mission.
Director responsibilities.
Director qualifications.
Determination of Director independence.
Board committee structure.
Chief Executive Officer performance evaluation.
Management succession.
The Board regularly reviews developments in corporate governance and updates its guidelines and other governance materials as necessary.
The Company’s corporate governance materials include:
Certificate of Incorporation.
Bylaws.
Charters for each Board committee.
Governance and Ethics policies.
Information on how to report concerns about the Company.
Public policy engagement and political contributions policy.
Name: Easyterms Ltd.
Registered Office: Cedric L Parker & Co, Rusty Bethel Drive, Third Terrace East, Collins Ave, Nassau, The Bahamas.
The nature of the business, objects, or purposes proposed to be transacted, promoted, or carried on are:
To provide quality service for a niche market.
To conduct business in an efficient manner by providing quick turnaround.
To make profit for the shareholders.
Subject to statutory provisions, the Company may:
Issue Preference Shares that are, or at the option of the Company are to be, redeemable on terms determined by Extraordinary Resolution before their issue.
The Company may from time to time by ordinary resolution increase its authorized capital by:
Such sum to be divided into shares of such amounts as the resolution prescribes.
All new shares shall be subject to the provisions of these presents regarding:
Allotment.
Payment of calls.
Lien.
Transfer.
Transmission.
Forfeiture and otherwise.
The Company may by special resolution:
Consolidate and divide all or any of its share capital into shares of larger amounts than its existing shares.
Convert its paid-up shares into stock, and reconvert that stock into paid-up shares of any denomination.
Cancel any shares which, at the date of the passing of the resolution, had not been taken, or agreed to be taken by any person, and diminish the amount of its share capital by the amount of the shares so cancelled.
Sub-divide its shares, or any of them, into shares of smaller amounts than fixed by the Memorandum of Association (subject to statutory provisions). The resolution for sub-division may determine that, as between the holders of the resulting shares, one or more shares may have preferred or special rights, or deferred rights, or be subject to restrictions compared with others as the Company has power to attach to un-issued or new shares.
Subject to Court confirmation, reduce its share capital or any capital redemption reserve fund or share premium account in any manner.
With respect to any fully paid-up shares, resolve that the Directors may issue under its common seal a warrant stating that the bearer is entitled to the specified shares, subject to terms and conditions regarding dividend payment, meeting convening, and other related matters as the Directors may resolve.
Shares in the Company are at the disposal of the Directors.
Directors may allot, grant options over, or otherwise dispose of shares to such persons, at such times, and on such terms as they deem proper.
Except as required by law, no person shall be recognized by the Company as holding any share upon any trust.
The Company shall not be bound to recognize any equitable, contingent, future, or partial interest in any shares, or any interest in any fractional part of a share.
The Company shall not be bound to recognize (except as provided by these presents or law) any other right in respect of any share, except an absolute right to the entirety thereof in the registered holder.
Every registered member is entitled without payment to receive within two months after allotment or lodgment of transfer (or within such other period as the term of issue provides) one certificate for all shares of any one class.
Upon payment of a sum (not exceeding twenty-five cents for every certificate after the first), members may receive several certificates for one or more shares of any one class, as determined by the Directors.
If a member transfers only part of the shares in a certificate, the old certificate shall be cancelled, and a new certificate for the balance of such shares issued in lieu thereof without charge.
Every certificate shall be issued under the seal and bear the signatures of one Director and the Secretary.
Every certificate shall specify the number of shares to which it relates and the amount paid-up thereon.
The Company is not bound to register more than three persons as joint holders of any shares (except executors or trustees of a deceased member).
For shares held jointly by several persons, the Company is not bound to issue more than one certificate, and delivery of a certificate to one such person is sufficient delivery to all.
If a share certificate is defaced, lost, or destroyed, it may be renewed on terms regarding evidence, indemnity, and payment of the Company's out-of-pocket expenses in investigating evidence as the Directors deem fit.
The Directors may make calls upon members for any unpaid monies on their shares, whether on nominal value or premium, and not payable at fixed times.
No call shall be payable less than one month from the previous call's payment date.
Each member must pay the called amount at the specified time and place, provided they receive at least fourteen days' notice.
A call may be revoked or postponed by the Directors.
A call is deemed made when the Directors' resolution authorizing it was passed, and it may be payable by installments.
Joint holders of a share are jointly and severally liable for all calls.
If a sum called is not paid on time, the liable person must pay interest on the sum from the due date to actual payment at a rate not exceeding twelve percent per annum, as determined by the Directors. However, Directors may waive this interest wholly or in part.
Any sum payable upon allotment or at a fixed date by the terms of a share's issue is considered a duly made call, and non-payment will trigger provisions for interest, expenses, forfeiture, or otherwise.
On share issue, Directors may differentiate between holders regarding the amount and timing of calls.
Directors may accept advance payments from members for uncalled and unpaid monies on their shares. Such payments extinguish liability to that extent.
On money received in advance exceeding current calls, the Company may pay interest at a rate not exceeding seven percent per annum, as agreed between the member and Directors.
If a member fails to pay a call or installment, the Directors may serve a notice requiring payment of the unpaid sum, plus any accrued interest and expenses.
The notice must name a further payment day (at least seven days from the notice date) and place, and state that non-payment will result in the forfeiture of shares.
If the notice requirements are not met, any shares for which notice was given may be forfeited by a Directors' resolution before full payment of calls, interest, and expenses. Forfeiture includes all declared but unpaid dividends.
Directors may accept a surrender of any share liable to forfeiture.
A forfeited or surrendered share becomes the Company's property and may be sold, re-allotted, or disposed of to the former holder or any other person, on terms and in a manner the Directors deem fit.
Before sale, re-allotment, or disposition, the forfeiture or surrender may be cancelled on terms the Directors think fit.
Directors may authorize someone to transfer a forfeited or surrendered share.
A member whose shares are forfeited or surrendered ceases to be a member but remains liable to pay all monies due at the forfeiture/surrender date, with interest at eight percent per annum (or lower rate approved by Directors) until payment. Directors may waive interest wholly or in part and can enforce payment without allowance for share value at forfeiture/surrender.
The Company has a lien on every share (paid or not) for all monies called or payable at a fixed time.
The Company also has a first and paramount lien and charge on all shares registered in a single member's name for all debts and liabilities of that member or their estate to the Company, regardless of when incurred or if the payment period has arrived, and even if joint debts.
The Company's lien extends to all dividends payable on the share.
Directors may resolve that any share be exempt from this Article for a specified period.
The Company may sell any share on which it has a lien, but only if a sum for which the lien exists is presently payable, and after fourteen days' written notice stating the sum, demanding payment, and giving notice of intention to sell in default, to the holder or entitled person.
The net proceeds of such sale, after costs, shall be applied towards payment of the debts or liabilities for which the lien exists (if presently payable). Any residue will be paid to the person entitled to the shares at the time of sale, subject to a similar lien for non-presently payable debts.
Directors may authorize someone to transfer the sold shares to the purchaser.
An affidavit from a Director, President, or Secretary stating a share was duly forfeited, surrendered, or sold to satisfy a lien on a stated date is conclusive evidence of the facts.
Such affidavit and the Company's receipt for consideration (if any) given for the share on sale, re-allotment, or disposal, along with the share certificate delivered to a purchaser or allottee (subject to transfer execution if required), constitute a good title to the share.
The person to whom the share is sold, re-allotted, or disposed of shall be registered as the holder and is not bound to see to the application of the purchase money, nor is their title affected by any irregularity or invalidity in the forfeiture, surrender, sale, re-allotment, or disposal proceedings.
All share transfers may be effected by written transfer in the usual common form, or another form the Directors accept, and may be under hand only.
The instrument of transfer must be signed by or on behalf of the transferor and transferee.
The transferor remains the holder until the transferee's name is entered in the Register of Members.
The Directors have absolute discretion to decline registration of any share transfer (paid or not) to a person they do not approve of, without assigning a reason. They may also decline transfers of shares on which the Company has a lien.
If Directors refuse to register a transfer, they must send notice of refusal to the transferee within two months of the transfer being lodged.
Directors may decline to recognize any instrument of transfer unless it's deposited at the office (or another appointed place) accompanied by:
The share certificate it relates to.
Such other evidence as Directors reasonably require to show the transferor's right to make the transfer.
(If executed by another person on their behalf) The authority of that person to do so.
The Company may retain all registered instruments of transfer.
Registration of transfers may be suspended for periods determined by Directors, provided such suspension does not exceed thirty days in any year.
Nothing in these presents prevents Directors from recognizing a renunciation of allotment of any share by the allottee in favor of another person.
In case of a shareholder's death:
For joint holders, the surviving person(s) are the only ones recognized by the Company as having title to the shares.
For a sole or only surviving holder, the executors and/or administrators of the deceased are the only ones recognized.
Nothing in this Article releases the estate of a deceased holder (whether sole or joint) from any liability for shares held by them.
Any person entitled to a share due to a member's death or bankruptcy (upon providing reasonable evidence of title) may:
Register themselves as the holder by giving written notice to the Company.
Transfer such share to another person.
All limitations, restrictions, and provisions related to the right to transfer and registration of transfers apply as if the death or bankruptcy had not occurred and the notice or transfer was executed by the original member.
Unless otherwise provided, a person entitled to a share due to a member's death or bankruptcy (upon providing reasonable evidence of title) shall receive the same dividends and advantages as if they were the registered holder.
However, such a person is not entitled to exercise any membership rights related to company meetings until they are registered as a member for that share.
The first general meeting of the Company members shall be held in the year of incorporation.
This first general meeting shall be deemed the annual general meeting for that year.
An annual general meeting (the ordinary general meeting required by the Companies Act) must be held once every year.
It must occur within not more than eighteen months after the last annual general meeting, at a time and place determined by the Directors.
All other general meetings are called extraordinary general meetings.
The Directors may convene an extraordinary general meeting whenever they see fit, and shall do so upon proper requisition.
Any two or more members holding at least thirty percent of the issued and paid-up share capital (to the limit of all calls thereon) may requisition a general meeting.
The requisition must be in writing, signed by them, addressed to the Secretary, and sent by registered post or left at the office.
They may specify a resolution(s) to be proposed (special or otherwise) and may require a memorandum (not exceeding 1,000 words, approved by requisitioners) to be prepared at the Company’s expense and enclosed with each meeting notice.
Upon receiving such a requisition, the Secretary shall convene the general meeting within ten days by appropriate notice (not exceeding twenty-one days) to all members, including a copy of the memorandum if required.
An annual general meeting and any meeting proposing a special resolution require at least fourteen days' written notice.
Any other general meeting requires at least seven days' written notice.
In both cases, this excludes the day of service/deemed service and the meeting day.
Notice must be given to Auditors (if any) and all members entitled to receive notices.
A general meeting called with shorter notice than specified is deemed duly called if:
A majority in number of members entitled to attend and vote agree.
This majority collectively holds at least ninety percent in nominal value of the shares giving that right.
Accidental omission to give notice, or non-receipt of notice, by any entitled person shall not invalidate the meeting proceedings.
Every notice calling a general meeting must specify the place, day, and hour of the meeting.
It must prominently state that a member entitled to attend and vote may appoint a proxy to attend and vote instead of them, and that a proxy need not be a member.
For an annual general meeting, the notice must also specify it as such.
For any general meeting with non-routine business, the notice must specify the general nature of such business.
If any resolution is to be proposed as a special resolution, the notice must contain a statement to that effect.
Routine business includes only business transacted at an annual general meeting of the following classes:
Declaring dividends.
Reading, considering, and adopting the balance sheet, Directors' and Auditors' reports, and other required documents.
Appointing Auditors and fixing their remuneration or determining how it's fixed.
Appointing Directors in place of those retiring and fixing their remuneration.
No business shall be transacted at any general meeting unless a quorum is present.
A quorum for all purposes is two members present in person or by proxy (or by representative/proxy if corporate), who together hold or represent at least fifty percent of the issued and fully paid share capital.
If a quorum is not present within half an hour from the appointed time:
If convened by members' requisition, the meeting shall be dissolved.
Otherwise, it shall be adjourned to the same day and time in the next week, or another day, time, and place as Directors determine.
If at such adjourned meeting a quorum is not present within fifteen minutes, the members present (if more than one) shall be a quorum.
The President of the Company (or a Vice-President if the President is absent) shall preside as Chairman.
If no President/Vice-President is present within fifteen minutes, or none are willing to act:
The Directors present shall choose one of their number to be Chairman.
If no Director is present, or all decline, the members present shall choose one of their number to be Chairman.
The Chairman may, with the consent of a quorum-present meeting (and shall if directed by the meeting), adjourn the meeting from time to time and place to place.
No business shall be transacted at an adjourned meeting except what could have been lawfully transacted at the original meeting.
If a meeting is adjourned for thirty days or more, notice of the adjourned meeting must be given as for an original meeting. Otherwise, no notice of adjournment or business to be transacted at an adjourned meeting is required.
At any general meeting, a resolution put to the vote shall be decided by a show of hands unless a poll is demanded before or on the declaration of the show of hands result by:
The Chairman of the meeting.
Not less than two members present in person or by proxy and entitled to vote.
A member(s) present in person or by proxy representing not less than one-tenth of the total voting rights of all members entitled to vote.
A member(s) present in person or by proxy holding shares in the Company conferring a right to vote, on which an aggregate sum has been paid up equal to not less than one-tenth of the total sum paid up on all shares conferring that right.
A demand for a poll may be withdrawn.
Unless a poll is demanded (and not withdrawn), a declaration by the Chairman that a resolution has been carried, or carried unanimously/by a majority, or lost, and an entry to that effect in the minute book, is conclusive evidence without proof of votes.
If a poll is duly demanded (and not withdrawn), it shall be taken as the Chairman directs (including ballot/voting papers). The result of a poll is deemed the resolution of the meeting.
The Chairman may (and shall if directed by the meeting) appoint scrutineers and adjourn the meeting to declare the poll's result.
In case of equality of votes (show of hands or poll), the Chairman of the meeting has a casting vote.
A poll demanded on the election of a Chairman or on an adjournment question shall be taken forthwith.
A poll demanded on any other question shall be taken immediately or at a subsequent time (not more than thirty days from the meeting date) and place as the Chairman directs. No notice is needed for a poll not taken immediately.
A demand for a poll does not prevent the continuance of a meeting for other business.
When the minutes of a general meeting (including annual general meetings) are signed by all members or their proxies, the meeting shall be deemed duly convened, properly constituted, and held, even if no notice or short notice was given, or if there were technical defects.
Any resolution recorded in such minutes shall bind the Company and members (and those claiming under or in trust for them) and all persons dealing with the Company, as if properly passed as an ordinary, extraordinary, or special resolution (as applicable) in a duly convened, constituted, and held general meeting.
Subject to any special voting rights or restrictions, on a show of hands, every member present in person has one vote.
On a poll, every member present in person or by proxy has one vote for every unit of the par value in nominal amount of the shares they hold.
For joint holders of a share, the vote of the senior holder (determined by the order names appear in the Register of Members) who tenders a vote (in person or by proxy) shall be accepted, to the exclusion of other joint holders.
A member of unsound mind or subject to a lunacy order may vote (show of hands or poll) through their committee, curator bonis, or other court-appointed person, provided:
Evidence of their authority, as required by Directors, is deposited at the office.
This evidence is deposited at least forty-eight hours before the meeting, adjourned meeting, or poll where the vote is desired.
Unless Directors otherwise decide, no member is entitled to vote (personally or by proxy) or exercise any membership privilege if all calls or other sums presently payable by them in respect of shares have not been paid.
No objection to vote admissibility shall be raised except at the meeting or adjourned meeting where the vote is or may be given. Any vote not disallowed at that meeting is valid for all purposes.
Any such objection shall be referred to the Chairman of the meeting, whose decision is final and conclusive.
On a poll, votes may be given personally or by proxy. A person entitled to more than one vote does not need to use all their votes or cast all used votes in the same way.
A proxy need not be a member of the Company.
An instrument appointing a proxy must be in writing in the usual common form or another form accepted by the Directors, and:
For an individual, it must be signed by the appointer or their attorney.
For a corporation, it must be either under its common seal or signed on its behalf by an attorney, Director, or Officer.
The Directors may (but are not bound to) require evidence of the authority of any such attorney, Director, or Officer. The signature on such instrument does not need to be witnessed.
An instrument appointing a proxy must be left at the office (or other specified place in the meeting notice) at least twenty-four hours before the time appointed for the meeting, adjourned meeting, or poll where it will be used. Default may result in invalidation at the Directors' discretion.
An instrument appointing a proxy is deemed to include the right to demand or join in demanding a poll and, unless stated otherwise, is valid for any adjournment as well as the original meeting.
A vote cast by proxy is not invalidated by the principal's prior death or insanity, or by revocation of the proxy appointment or underlying authority, provided that written intimation of such death, insanity, or revocation was not received by the Company at the office at least one hour before the commencement of the meeting/adjourned meeting or the time appointed for the poll.
Any corporation that is a member of the Company may, by resolution of its Directors or other governing body, authorize a person to act as its representative at any meeting of the Company or any class of members.
The authorized person shall be entitled to exercise the same powers on behalf of the corporation as the corporation could exercise if it were an individual member.
Unless otherwise provided, the Directors shall be not less than two nor more than seven in number.
The first Directors shall be appointed at the first general meeting of members, within these limits.
The Company may, by ordinary resolution, increase or reduce the maximum or minimum number of Directors.
The ordinary remuneration of Directors shall be determined by an ordinary resolution of the Company.
Unless the resolution states otherwise, remuneration is divisible among Directors as they agree, or equally if no agreement.
A Director holding office for only part of the remuneration period is entitled to a proportionate share.
The Directors may repay reasonable expenses incurred by any Director in attending meetings (Directors', committee, or general meetings) or otherwise in the Company's business.
Any Director appointed to an executive office (e.g., President, Vice-President), serving on a committee, or performing services deemed by Directors to be outside ordinary Director duties, may be paid extra remuneration (salary, profit percentage, or otherwise) as the Directors determine.
The Directors shall have power, and be deemed always to have had power, to pay and agree to pay pensions or other retirement, superannuation, death, or disability benefits to any Director or ex-Director who holds or held an executive or profit office under the Company.
For such benefits, they can contribute to any scheme/fund or pay premiums.
A Director (or alternate Director) may contract or be interested in any contract or arrangement with the Company or any other company the Company is interested in.
They may hold any office or place of profit (other than Auditor of the Company) under the Company.
They, or any firm they are a member of, may act in a professional capacity for the Company or such other company.
Unless otherwise agreed, they may retain all profits and advantages accruing to them therefrom for their own absolute use and benefit.
The Officers of the Company shall consist of a President and Secretary (or Joint Secretaries), and may also include one or more Vice-Presidents, a Treasurer (or Joint Treasurers), or any combination, and other officers as Directors determine.
Officers are appointed by the Directors and hold office at their will.
Directors have the power to appoint Officers to fill vacancies or to additional/new offices.
None of the Officers need to be a member or a Director.
The Company in general meeting may remove an officer at any time.
Unless the Company resolves to suspend or abolish a vacated office, the Directors may fill it at any time.
Any person may hold more than one such office.
Officers shall perform duties prescribed by the Directors.
The President shall be the chief executive officer, responsible for carrying out policy decisions made by the Board of Directors.
The President shall not originate policy, and their powers of executing Board decisions are collateral with and not to the exclusion of the Board's powers.
The Secretary shall:
Convene meetings of members and Directors.
Attend and keep minutes of meetings.
Keep the Registers and corporate records.
The Directors may appoint one or more of their body to hold any executive office, including Managing or Joint Managing Director, on terms and for a period they determine.
The appointment of any Director to the office of Managing or Joint Managing Director is subject to termination if they cease to be a Director for any reason, without prejudice to any damages claim for breach of contract.
The Directors may entrust and confer upon a Director holding an executive office and upon any Officer any of the powers exercisable by them as Directors.
This can be done on such terms and conditions and with such restrictions as they think fit, either collaterally with or to the exclusion of their own powers.
They may from time to time revoke, withdraw, alter, or vary any such powers.
Rewrite the following information to include number and bullet points for each section; starting from 16 Appointment Retirement of Directors
The office of a Director shall be vacated in any of the following events, namely:
If he becomes prohibited by law from acting as a Director.
If he resigns by writing under his hand left at the Office.
If he has an adjudication order made against him or compound with his creditors generally.
If he becomes of unsound mind.
If he be absent from meetings of the Directors for six months without leave, and the Directors resolve that his office be vacated.
If he be requested in writing by all of his co-Directors to resign.
If he be requested in writing by members holding a majority in value of the issued and paid up share capital of the Company to resign.
The members in Annual General Meeting shall elect Directors to serve on the Board of Directors until the next Annual General Meeting of the Company or their earlier removal or retirement.
The Company may by ordinary resolution remove any Director before the expiration of his period of office, notwithstanding any provision of these presents or of any agreement between the Company and such Director, but without prejudice to any claim he may have for damages for breach of any such agreement. The Company may by a like resolution appoint another person in place of a Director so removed from office. In default of such appointment the vacancy so arising may be filled by the Directors as a casual vacancy.
The Directors shall have power at any time and from time to time to appoint any person to be a Director either to fill a casual vacancy or as an additional Director, but so that the total number of Directors shall not at any time exceed the maximum number fixed by or in accordance with these presents.
Any Director may at any time by writing under his hand and deposited at the office appoint any person approved by the Directors to be his alternate Director either for any particular meeting or for such period of time (not exceeding his own period of office) as such writing shall stipulate and may in like manner at any time terminate such appointment. The appointment of an alternate Director shall ipso facto determine on the happening of any event which if he were a Director would render him legally disqualified from acting as a Director. His appointment shall also determine ipso facto if his appointer ceases for any reason to be a Director.
An alternate Director shall (subject to his giving to the Company an address at which notices may be served upon him) be entitled to receive notices of meetings of the Directors and to attend and vote as a Director at any such meeting at which the Director appointing him is not personally present and generally at such meeting to perform all functions of his appointer as a Director and in the event of his having express authority in writing from his appointor he shall be entitled to sign any resolution in accordance with the provisions of Article 85. An alternate Director shall not (save as aforesaid) have power to act as a Director nor shall he be deemed to be a Director for the purpose of these presents.
An alternate Director may be repaid by the Company such expenses as might properly be repaid to him if he were a Director and he shall be entitled to receive from the Company such proportion, if any, of the remuneration otherwise payable to his appointer as such appointer may by notice in writing to the Company from time to time direct, but save as aforesaid he shall not in respect of such appointment be entitled to receive any remuneration from the Company.
The Directors may meet together for the dispatch of business, adjourn and otherwise regulate their meetings as they think fit. Questions arising at any meeting shall be determined by a majority of votes. In case of an equality of votes the Chairman shall have a second or casting vote. A Director may, and the Secretary on the requisition of a Director shall, at any time summon a meeting of the Directors. It shall be necessary to give three days' notice of a meeting of Director to every Director but such notice may be waived by any Director.
A Director who is unable to attend any meeting of the Directors and has not appointed an alternate Director may authorize any other Director to vote for him at that meeting, and in the event the Director is so authorized shall have a vote for each Director by whom he is so authorized in addition to his own vote. Any such authority must be in writing or by cable, telefax or email, which must be produced at the meeting at which the same is to be used, and be left with the Secretary for filing. The quorum necessary for the transaction of the business of the Directors may be fixed by the Directors, and unless so fixed at any other number shall be two. A meeting of the Director at which a quorum is present shall be competent to exercise all powers and discretions for the time being exercisable by the Directors.
The continuing Directors act notwithstanding any vacancies, but if and so long as the number is reduced below the minimum number fixed by or in accordance with these presents the continuing Directors or Director may act for the purpose of filling up such vacancies or of summoning general meetings of the Company, but not for any other purpose. If there be no Directors or Director able or willing to act, then any two members may summon a general meeting for the purpose of appointing Directors.
The Directors shall choose one of their number to be Chairman of the Board who shall preside at their meetings. In the absence of the Chairman of the Board the President (if he shall be a Director) shall preside at meetings of Directors provided always that nothing shall prevent the President from being chosen Chairman of the Board. If at any meeting neither be present within five minutes after the time appointed for holding the same, the Directors present may choose one of their number to be Chairman of the meeting.
A resolution in writing signed by all the Directors shall be as effective as a resolution passed at a meeting of the Directors duly convened and held, and may consist of several documents in like form, each signed by one or more of the Directors.
The Directors may delegate any of their powers to committees consisting of such member or members of their body as they think fit. Any committee so formed shall in the exercise of the powers so delegated conform to any regulations that the Directors may impose.
The meetings and proceedings of any such committees consisting of two or more members shall be governed by the provisions of these presents regulating the meetings and proceedings of the Directors, so far as the same are applicable and are not superseded by any regulations made by the Directors under the last proceeding Article.
All acts done by any meeting of Directors, or of a committee of Directors, or by any person acting as a Director, shall as regards all persons dealing in good faith with the Company, notwithstanding that there was some defect in the appointment or continuance in office of any such Director, or person acting as aforesaid, or that they or any of them were disqualified or had vacated office, or were not entitled to vote, be as valid as if every such person had been duly appointed and was qualified and had continued to be a Director and had been entitled to vote.
The Directors may exercise all the powers of the Company to borrow money, and to mortgage or charge its undertaking, property and uncalled capital, and to issue debentures and other securities, whether outright or as collateral security for any debt, liability or obligation of the Company or of any third party.
The business of the Company shall be managed by the Directors, who may pay all expenses incurred in forming and registering the Company, and may exercise all such powers of the Company as are not by the Statutes or by these presents required to be exercised by the Company in general meeting, subject nevertheless to any regulations of these presents, to the provisions of the Statutes, and to such regulations, being not inconsistent with the aforesaid regulations or provisions, as may be prescribed by Special Resolution of the Company, but no regulation so made by the Company shall invalidate any prior act of the Directors which would have been valid if such regulation had not been made. The general powers given by this Article shall not be limited or restricted by any special authority or power given to the Directors by any other Article.
The Directors may from time to time and at any time by power of attorney under the seal appoint any company, firm or person or anybody of persons whether nominated directly or indirectly by the Directors, to be the Attorney or Attorneys of the Company for such purposes and with such powers, authorities and discretions (not exceeding those vested in or exercisable by the Directors under these presents) and for such period and subject to such conditions as they think fit, and any such power of attorney may contain such provisions for the protection and convenience of persons dealing with any such Attorney as the Directors may think fit, and may also authorize any such Attorney to sub-delegate all or any of the powers, authorities and discretions vested in him.
The Company may exercise the powers conferred by the Statutes with regard to having an official seal for use abroad, and such powers shall be vested in the Directors.
All cheques, promissory notes, drafts, bills of exchange, and other negotiable or transferable instruments, and all receipts for moneys paid to the Company, shall be signed, drawn, accepted, endorsed or otherwise executed, as the case may be, in such manner as the Directors shall from time to time by resolution determine.
The Directors shall provide for the safe custody of the seal, which shall only be used by the authority of the Directors or of a committee of the Directors authorized by the Directors in that behalf, and every instrument to which the seal shall be affixed shall be signed by a Director or the President and shall be countersigned by another Director or by a Vice-President or by the Secretary.
Any Director or the Secretary or any person appointed by the directors for the purpose shall have power to authenticate any documents affecting the constitution of the Company and any resolutions passed by the Company or the Directors, and any books, records, documents and accounts relating to the business of the Company, and to certify copies thereof or extracts therefrom as true copies or extracts.
Where any books, records, documents and accounts are elsewhere than at the Office, the local manager or other Officers of the Company having the custody thereof shall be deemed to be a person appointed by the Directors as aforesaid.
A document purporting to be a copy of a resolution of the Directors or an extract from the minutes of a meeting of the Directors which is certified as such in accordance with the provisions of the last preceding Article shall be conclusive evidence in favor of all persons dealing with the Company upon the faith thereof that such resolution has been duly passed or, as the case may be, that such extract is a true and accurate record of a duly constituted meeting of the Directors.
The office of a Director shall be vacated in any of the following events:
If they become prohibited by law from acting as a Director.
If they resign by written notice left at the Office.
If an adjudication order is made against them, or they compound with their creditors generally.
If they become of unsound mind.
If they are absent from Directors' meetings for six months without leave, and the Directors resolve that their office be vacated.
If they are requested in writing by all of their co-Directors to resign.
If they are requested in writing by members holding a majority in value of the Company's issued and paid-up share capital to resign.
Members in the Annual General Meeting shall elect Directors to serve on the Board until the next Annual General Meeting or their earlier removal or retirement.
The Company may, by ordinary resolution, remove any Director before their term expires, notwithstanding any agreement, but without prejudice to any damages claim for breach of agreement.
The Company may, by a like resolution, appoint another person in place of a removed Director. In default of such appointment, the vacancy may be filled by the Directors as a casual vacancy.
The Directors have the power to appoint any person to be a Director at any time to fill a casual vacancy or as an additional Director, provided the total number of Directors does not exceed the maximum fixed by these presents.
Any Director may, by written notice deposited at the office, appoint any person approved by the Directors to be their alternate Director.
This appointment can be for a particular meeting or for a period (not exceeding the appointer's term of office) as stipulated in the writing.
The appointing Director may terminate such appointment in the same manner at any time.
The appointment of an alternate Director shall automatically terminate if any event occurs that would legally disqualify them from acting as a Director if they were a Director.
Their appointment also automatically terminates if their appointer ceases to be a Director for any reason.
An alternate Director (subject to providing the Company with an address for notices):
Is entitled to receive notices of Directors' meetings.
Is entitled to attend and vote as a Director at any meeting where the appointing Director is not personally present.
May generally perform all functions of their appointer as a Director at such meetings.
Is entitled to sign any resolution in accordance with Article 85 if they have express written authority from their appointer.
An alternate Director shall not (except as mentioned above) have the power to act as a Director, nor shall they be deemed a Director for the purpose of these presents.
An alternate Director may be repaid by the Company for proper expenses as if they were a Director.
They are entitled to receive from the Company such proportion (if any) of the remuneration otherwise payable to their appointer as the appointer may direct in writing to the Company.
Save as aforesaid, an alternate Director is not entitled to receive any remuneration from the Company for such appointment.
The Directors may meet for business, adjourn, and regulate their meetings as they see fit.
Questions arising at any meeting shall be determined by a majority of votes.
In case of an equality of votes, the Chairman shall have a second or casting vote.
A Director may, and the Secretary shall on a Director's requisition, summon a meeting of Directors at any time.
Three days' notice of a Directors' meeting is required for every Director, but such notice may be waived by any Director.
A Director unable to attend a meeting who has not appointed an alternate Director may authorize any other Director to vote for them.
In such event, the authorized Director shall have an additional vote for each Director they are authorized by, in addition to their own vote.
Any such authority must be in writing or by cable, telefax, or email, produced at the meeting, and left with the Secretary for filing.
The quorum necessary for Directors' business may be fixed by the Directors. Unless so fixed, it shall be two.
A Directors' meeting with a quorum present is competent to exercise all powers and discretions exercisable by the Directors.
The continuing Directors can act despite vacancies. However, if the number falls below the minimum fixed by these presents, the continuing Directors or Director may act only for the purpose of filling vacancies or summoning general meetings, not for any other purpose.
If there are no Directors able or willing to act, any two members may summon a general meeting to appoint Directors.
The Directors shall choose one of their number to be Chairman of the Board, who shall preside at their meetings.
In the absence of the Chairman of the Board, the President (if a Director) shall preside at Directors' meetings, provided nothing prevents the President from being chosen Chairman of the Board.
If neither is present within five minutes of the appointed meeting time, the Directors present may choose one of their number to be Chairman of the meeting.
A resolution in writing signed by all Directors is as effective as a resolution passed at a duly convened and held Directors' meeting. It may consist of several documents, each signed by one or more Directors.
The Directors may delegate any of their powers to committees consisting of such members of their body as they think fit.
Any committee so formed shall conform to any regulations imposed by the Directors in exercising delegated powers.
The meetings and proceedings of any such committees (consisting of two or more members) shall be governed by these presents' provisions regulating Directors' meetings and proceedings, as far as applicable and not superseded by Directors' regulations.
All acts done by any meeting of Directors, or a committee of Directors, or by any person acting as a Director, shall be valid as regards all persons dealing in good faith with the Company, notwithstanding any defect in appointment or continuance in office, disqualification, vacation of office, or lack of voting entitlement.
The Directors may exercise all the Company's powers to borrow money.
They can mortgage or charge its undertaking, property, and uncalled capital.
They can issue debentures and other securities, either outright or as collateral security for any debt, liability, or obligation of the Company or any third party.
The business of the Company shall be managed by the Directors.
They may pay all expenses incurred in forming and registering the Company.
They may exercise all powers of the Company not required by Statutes or these presents to be exercised by the Company in general meeting.
This is subject to these presents' regulations, statutory provisions, and such regulations (not inconsistent with the aforesaid) as may be prescribed by Special Resolution of the Company.
However, no regulation made by the Company shall invalidate any prior act of the Directors that would have been valid had such regulation not been made.
The general powers given by this Article shall not be limited or restricted by any special authority or power given to the Directors by any other Article.
The Directors may, at any time, by power of attorney under the seal, appoint any company, firm, person, or body of persons (nominated directly or indirectly by the Directors) to be the Attorney or Attorneys of the Company.
This is for such purposes and with such powers, authorities, and discretions (not exceeding those vested in or exercisable by the Directors under these presents) and for such period and subject to such conditions as they think fit.
Any such power of attorney may contain provisions for the protection and convenience of persons dealing with such Attorney as the Directors deem fit, and may also authorize the Attorney to sub-delegate all or any of their vested powers, authorities, and discretions.
The Company may exercise the powers conferred by the Statutes regarding having an official seal for use abroad, and such powers shall be vested in the Directors.
All cheques, promissory notes, drafts, bills of exchange, and other negotiable or transferable instruments, and all receipts for moneys paid to the Company, shall be signed, drawn, accepted, endorsed, or otherwise executed as the Directors shall from time to time determine by resolution.
The Directors shall provide for the safe custody of the seal.
The seal shall only be used by the authority of the Directors or a committee of the Directors authorized in that behalf.
Every instrument to which the seal is affixed shall be signed by a Director or the President and countersigned by another Director or by a Vice-President or by the Secretary.
Any Director, the Secretary, or any person appointed by the Directors for the purpose, shall have the power to authenticate any documents affecting the Company's constitution and any resolutions passed by the Company or the Directors.
They can also authenticate any books, records, documents, and accounts relating to the Company's business.
They can certify copies thereof or extracts therefrom as true copies or extracts.
Where any books, records, documents, and accounts are elsewhere than at the Office, the local manager or other Officers having custody thereof shall be deemed a person appointed by the Directors as aforesaid.
A document purporting to be a copy of a Director's resolution or an extract from Directors' meeting minutes, certified as such, shall be conclusive evidence in favor of all persons dealing with the Company upon the faith thereof.
This means such resolution has been duly passed or, as the case may be, that such extract is a true and accurate record of a duly constituted meeting of the Directors.
The Company may, by ordinary resolution, declare dividends, but no dividend shall be payable except out of the Company's profits, or in excess of the amount recommended by the Directors.
Unless special rights attached to any shares otherwise provide, all dividends shall be declared and paid according to the amounts paid on the shares in respect thereof. However, for this Article only, no amount paid in advance of calls shall be treated as paid on the share.
All dividends shall be apportioned and paid pro rata according to the amounts paid on the shares during any portion of the period for which the dividend is paid. If any share is issued on terms providing for a dividend ranking from a particular date, it shall rank accordingly.
If, in the Directors' opinion, the Company's profits justify such payments, the Directors may:
Pay dividends on any class of shares carrying a fixed dividend expressed to be payable on fixed dates (half-yearly or other prescribed dates).
Pay interim dividends of such amounts and on such dates as they see fit.
Subject to statutory provisions, where an asset, business, or property is bought by the Company from a past date (before or after incorporation) on terms that the Company takes the profits and bears the losses from that date, such profits or losses may, at the Directors' discretion, be carried to revenue account and treated as Company profits or losses.
Similarly, if shares or securities are purchased cum dividend or interest, such dividend or interest may, at the Directors' discretion, be treated as revenue, and it is not obligatory to capitalize it.
No dividend or other moneys payable on or in respect of a share shall bear interest against the Company.
The Directors may deduct from any dividend or other moneys payable to any member all sums presently payable by them to the Company on account of calls or otherwise.
The Directors may retain any dividend or other moneys payable on a share on which the Company has a lien and apply it towards satisfying the debts, liabilities, or engagements for which the lien exists.
The Directors may retain dividends payable upon shares where a person is entitled to become a member (under transmission provisions) or is entitled to transfer them, until such person becomes a member or transfers the shares.
The payment by Directors of any unclaimed dividend or other moneys into a separate account shall not make the Company a trustee thereof. Any dividend unclaimed after twelve years from the declaration date shall be forfeited and revert to the Company.
The Company may, on the Directors' recommendation, by ordinary resolution, direct dividend payment wholly or partly by distribution of specific assets, particularly paid-up shares or debentures of any other Company, or in any combination of such ways.
The Directors shall effect such resolution. If any difficulty arises in distribution, the Directors may settle it as they deem expedient, including:
Issuing fractional certificates.
Fixing the value for distribution of specific assets or parts thereof.
Determining that cash payment shall be made to members based on the fixed value to adjust all parties' rights.
Vesting any such specific assets in trustees.
Any dividend or other moneys payable in cash may be paid by cheque or warrant sent through the post to the registered address of the member, or, for joint holders or those entitled by death/bankruptcy, to any one of such persons or to a specified person and address.
Every cheque or warrant shall be payable to the order of the recipient or as directed by the holder(s). Payment by the drawn bank serves as a good discharge to the Company.
Every such cheque or warrant is sent at the risk of the person entitled to the money.
If two or more persons are registered as joint holders or are jointly entitled by death/bankruptcy, any one of them may give effectual receipts for any dividend or other moneys payable.
The Directors may from time to time set aside profits from the Company's reserves and carry such sums as they deem proper.
These sums, at the Directors' discretion, shall be applicable for any purpose to which the Company's profits may properly be applied.
Pending such application, they may either be employed in the Company's business or invested.
The Directors may divide the reserve into special funds as they see fit, and may consolidate any special funds or parts thereof.
The Directors may also carry forward any profits without placing them to reserve.
The Company may, on the Directors' recommendation, by ordinary resolution, resolve to capitalize any sum standing to the credit of any Company reserve accounts or profit and loss account, or otherwise available for distribution.
This is provided such sum is not required for paying fixed cumulative preferential dividends.
The resolution shall authorize and direct the Directors to appropriate the capitalized sum to the members in proportion to how it would have been divisible had it been applied as dividends.
The Directors are directed to apply such sum on behalf of members either:
Towards paying up any unpaid amounts on shares held by those members.
Or, in paying up in full un-issued shares or debentures of the Company of a nominal amount equal to such sum, such shares or debentures to be allotted and distributed credited as fully paid up to and amongst such members in the aforesaid proportion.
Or, partly in one way and partly in the other.
Whenever such a resolution is passed, the Directors shall make all appropriations and applications of the capitalized sum, and all allotments and issues of fully paid shares or debentures, and generally do all required acts to effect it.
The Directors have full power to make provision for fractional shares or debentures by issuing fractional certificates, cash payments, or otherwise.
They may also authorize any person to enter into an agreement on behalf of all interested members with the Company, providing for the allotment to them of further fully paid shares they may be entitled to upon such capitalization.
Any agreement made under such authority shall be effective and binding on all such members.
The Directors shall cause minutes to be made and kept in books for the purpose of:
Recording all appointments of Officers made by the Directors.
Recording the names of Directors present at each meeting of Directors and any committee of Directors.
Recording all resolutions and proceedings at all meetings of the Company, any class of members, the Directors, and committees of Directors.
The Directors shall duly comply with the Statutes' provisions, particularly regarding keeping:
A Register of Directors and Managers.
A Register of Members.
A Register of mortgages and charges.
They must also comply with provisions regarding the production and furnishing of copies of such Registers and any Register of debenture holders.
Any Register, index, minute book, book of account, or other book required by these presents or the Statutes to be kept by or on behalf of the Company, unless required by Statutes to be kept at the Office, may be kept at such place(s) as the Directors determine.
They may be kept either by making entries in bound books or by recording them in any other manner.
If bound books are not used, the Directors shall take adequate precautions against falsification and for facilitating its discovery.
The Directors shall cause proper books of account to be kept with respect to:
Sums of money received and expended by the Company and the matters of receipt and expenditure.
Sales and purchases of goods by the Company.
All assets and liabilities of the Company.
For the foregoing purposes, books of account are not deemed properly kept if they do not provide a true and fair view of the Company's affairs and explain its transactions.
The provisions of this Article may be waived by Ordinary Resolution of the Members in General Meeting.
The books of account shall be kept at the Office, or at such other place as the Directors think fit, and shall always be open to the inspection of the Directors.
No member (other than a Director) shall have any right to inspect any Company account, book, or document, except as conferred by statute or authorized by the Directors.
The Directors shall, at a date not later than eighteen months after incorporation, and subsequently at least once every year, lay before the Company in general meeting a profit and loss account.
The first account covers the period since incorporation.
Subsequent accounts cover the period since the preceding account, made up to a date not earlier than nine months before the meeting date.
Every profit and loss account shall give a true and fair view of the Company's profit or loss for the period.
The provisions of this Article may be waived by Ordinary Resolution of the Members in General Meeting.
The Directors shall cause a balance sheet to be prepared every year and laid before the Company in general meeting, as at the date the profit and loss account is made up.
Every balance sheet shall give a true and fair view of the Company's state of affairs as at its date.
The provisions of this Article may be waived by Ordinary Resolution of the Members in General Meeting.
Upon application to the Secretary, any member and any holder of debentures shall be entitled to receive, within seven days before the convened annual general meeting, a copy of the balance sheet (if any) and profit and loss account (if any) to be laid before the members at that meeting.
The Company may, at each annual general meeting, appoint an Auditor or Auditors to hold office from the conclusion of that meeting until the conclusion of the next annual general meeting.
At any annual general meeting, a retiring Auditor (however appointed) shall be re-appointed without any resolution being passed unless:
They are not qualified for re-appointment; or
A resolution has been passed at that meeting appointing somebody else instead of them or expressly providing they shall not be re-appointed; or
They have given the Company written notice of unwillingness to be re-appointed.
The Auditor, if any, shall make a report to the members on the accounts examined by them, and on every balance sheet and profit and loss account laid before the Company in general meeting during their tenure of office.
This report shall be read before the Company in general meeting and be open to inspection by any member. It shall contain statements on the following matters:
Whether they have obtained all necessary information and explanations to the best of their knowledge and belief for the audit purpose.
Whether, in their opinion, proper books of account have been kept by the Company (as far as appears from their examination), and proper returns adequate for the audit purpose have been received from branches not visited.
Whether the Company's balance sheet and profit and loss account in the report agree with the books of account and returns.
Whether, in their opinion and to the best of their information and given explanations, the accounts give the information required by these Articles and give a true and fair view:
In the case of the balance sheet, of the Company's affairs as at its date.
In the case of the profit and loss account, of the Company's profit or loss for the period dealt with therein.
All acts done by any person acting as an Auditor shall, regarding all persons dealing in good faith with the Company, be valid, even if there was some defect in their appointment or if they were not qualified at the time of appointment.
The Auditor, if any, shall be entitled to:
Attend any general meeting.
Receive all notices and communications relating to any general meeting that any member is entitled to receive.
Be heard at any general meeting on any part of the meeting's business that concerns them as Auditor.
Any notice or document may be served by the Company on any member either personally or by sending it through the post in a prepaid letter addressed to their registered address, or to any address they supplied for notice service.
Where a notice or other document is served by post, service is deemed effected when the letter is posted. Proving such service requires proving the letter was properly addressed, stamped, and posted.
For joint holdings, all notices shall be given to the joint holder whose name stands first in the Register of Members, and such notice is sufficient for all joint holders.
A person entitled to a share due to a member's death or bankruptcy, upon providing reasonable evidence of title and an address for notice service, shall be entitled to have any notice or document served on them at that address to which the deceased or bankrupt member would have been entitled. Such service is deemed sufficient for all interested persons (jointly or claiming through/under them) in the share.
Otherwise, any notice or document delivered or sent by post to, or left at, the registered address of any member in accordance with these presents, shall be deemed duly served for any share registered in that member's name (sole or joint holder), even if the member is dead or bankrupt and whether or not the Company has notice of their death or bankruptcy.
A member who has not supplied the Company with a registered address or an address for notice service shall not be entitled to receive notices from the Company.
If the Company is wound up (voluntarily, under supervision, or by the Court), the Liquidator may, with the authority of a special resolution, divide among the members in specie or kind the whole or any part of the Company's assets.
This applies whether assets consist of one type of property or different types.
For such purpose, the Liquidator may set such value as deemed fair upon any class(es) of property and determine how the division shall be carried out among members or different classes of members.
The Liquidator may, with the same authority, vest any part of the assets in trustees upon such trusts for the benefit of members as the Liquidator thinks fit.
The Company's liquidation may then be closed and the Company dissolved. However, no contributory shall be compelled to accept any shares in respect of which there is a liability.
Subject to statutory provisions, every Director, alternate Director, President, Secretary, or other officer of the Company shall be entitled to be indemnified by the Company against all costs, charges, losses, expenses, and liabilities incurred by them in the execution and discharge of their duties or in relation thereto.
The amount for which such indemnity is provided shall immediately attach as a lien on the property of the Company, and have priority over any claims of the Company or any member.
No Director or officer shall be liable for:
The acts, receipts, neglects, or defaults of any other Director or officer.
Joining in any receipt or other act for conformity.
Any loss or expense incurred by the Company due to insufficiency or deficiency of title to any property acquired by Directors' order for or on behalf of the Company.
The insufficiency or deficiency of any security in or upon which any Company moneys shall be advanced or invested.
Any loss or damage arising from the bankruptcy, insolvency, or tortious or criminal act or omission of any person with whom moneys, securities, or effects are deposited.
Any loss occasioned by an error of judgment, omission, default, or oversight on their part.
Any other loss, damage, or misfortune whatsoever that happens in the execution of their office or in relation thereto, unless it happens through their own dishonesty.