EXHIBIT 3.49
(Seal)
HE 10985 HE 46
THE COMPANIES LAW, CAP. 113
Section 19(3)
CERTIFICATE OF CHANGE OF NAME
IT IS HEREBY CERTIFIED that,
AVIATION CONSULTING & MARKETING (MIDDLE EAST) LIMITED
has changed its name by Special Resolution and is hereby named
AVIATION PERSONNEL RECRUITMENT AND MANAGEMENT (APRAM) LIMITED
and that the new name has been entered on the Register of Companies.
Given under my hand in Nicosia on the 24th of May, 1983
----------------------------------------
Registrar of Companies
TRANSLATED TRUE COPY
(signed)
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for Registrar of Companies
13 October, 2003
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THE COMPANIES LAW CAP. 113
----------
PRIVATE COMPANY LIMITED BY SHARES
----------
MEMORANDUM
AND
ARTICLES
OF
ASSOCIATION
OF
AVIATION CONSULTING & MARKETING (MIDDLE EAST) LIMITED
Incorporated on the __________ day of ____________ 198__
Certificate No. ____________________
================================================================================
Dr. K. Chrysostomides & Co.
Law Office
P.O. 2119
Nicosia,
Cyprus.
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THE COMPANIES LAW, CAP. 113
----------
PRIVATE COMPANY LIMITED BY SHARES
----------
MEMORANDUM OF ASSOCIATION
AVIATION CONSULTING & MARKETING (MIDDLE EAST) LTD.
----------
Name 1. The name of the Company is AVIATION CONSULTING &
MARKETING (MIDDLE EAST) LTD.
Office 2. The Registered Office of the Company will be
situated in Cyprus.
Objects 3. The objects for which the Company is established
are:
Business of general (1) To carry on, either alone or in common with others,
trade in any part of the world, the business of
commerce, works or general trade business, imports,
exports, buying, selling, exchanging or in any
other way trading of goods, industrial products and
in general products of any kind and denomination,
either on cash basis, or on credit, or on hire
purchase or against any other consideration.
Trading of aircrafts (2) To carry on trade business, purchase, sell export,
and related equipment import, or exchange aircrafts of any kind, with
rotary or fixed wings, and their components,
accessories, spare parts, tools, test equipment and
any kind of related equipment in connection with
aircrafts, aeroplanes, planes, gliders,
helicopters, or any kind of equipment necessary or
useful for the operation of aircrafts, or the
operation of airports, radarstations,
control-towers, runways and in general all kinds of
machinery or equipment connected in any way with
aviation, aeronauties or aircraft engineering.
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Agents or Commission agents (3) To carry on the business of commission
agents or agents in any kind of trading
transactions, for imports, exports,
purchases, sales, exchanges of goods or
industrial products, agricultural products
and in general of products of any kind and
any denomination.
Provision and securing of (4) To provide or secure from others the
services and employees granting of every and any service,
necessity, deficiency or demand of any
nature referring to the business sector
which any person, firm, or company wishes
in connection with any business exercised
by them including the engagement, training
and lease of professional, clerical,
manual and technical and other personnel
and workers and specially and without
prejudice of the generality of the above,
in connection with the operations of
architects, civil engineers, quantity
surveyors, decorators and building
contractors.
Acquiring and leasing of (5) To acquire or possess either by purchase,
property and equipment lease, exchange or otherwise, offices or
other property, lodgings, furniture,
equipment, components and branches or any
objects for the purpose of leasing or
renting them or to make them available for
use or otherwise by any person, firm or
Company.
Exercise of other operations (6) To carry on any other business, undertake
any other operation or work out
transactions of any nature which the
directors consider profitable or easy to
carry out or operate or expedient in their
assumption in relation to the above
objects or in view of their direct or
indirect objectives to increase the value
of any of the enterprises assets or rights
of the company or to make any of them more
profitable.
Acquisition of movable and (7) To purchase, accept by way of donation,
immovable propery take on lease or sublease or in exchange
or otherwise acquire and hold (for any
right or interest) any lands, buildings,
bondage, rights, privileges, grants,
licences, goods (for the operation of
enterprises), ships or dredges and
every movable and immovable property
of any nature and characterization
(irrespective of whether this is
mortgaged, charged or not) which is
necessary and advantageous for the purpose
of the company's operations or any of its
branch or department or in relation to
them or which can increase the value of
any assets of the Company.
Erection, etc. buildings, etc. (8) To elect, maintain, put into operation,
manage, construct, reconstruct, convert,
extend, repair, improve, arrange, equip,
decorate, control, demolish, replace any
shops, offices, apartments, electrical
installations or installations of
irrigation, or water supply, workshops,
factories.
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mills, mechanical installations, machines,
warehouses and any other works, buildings,
technical installations and facilities or
constructions of any nature which the company
would consider desirable for the purpose of its
operations and to contribute, subsidise, or
otherwise assist or take part in construction,
improvement, maintenance, operation, management,
carrying out or controlling them.
Administration (9) To improve, administer, control, cultivate,
of assets of the develop, exploit, exchange, lease or otherwise
company generally and grant, mortgage, charge, sell, realise, provide
advertisement as donation, take advantage, allow rights and
privileges relating to the properties, assets
and rights of the company or on which the
company has interest or otherwise undertake all
or part of such properties of the company and to
adopt as the company thinks fit profitable means
for making known and advertising the businesses
and products of the company.
Trade of movable (10) To construct, repair, import, buy, sell export,
property lease and generally trade with or do business in
every kind of spares, articles, apparatus,
mechanical installations, machines, tools,
goods, properties, rights of ownership and every
kind of rights or things which the company
thinks that it can use or exercises the above
actions in relation to any of its objects.
Trade of immovable (11) To trade, reclaim for building or other
property purposes, give on lease or sublease or rent,
transfer or give permission on all or any part
or parts of the immovable property and charge or
mortgage all or any part or parts of the
immovable property owned by the company or
the rights thereon or on which the company has
interest under the terms which are determined
from time to time by the company.
Acquisition of (12) To buy or otherwise acquire in whole or in part,
other businesses the businesses, the assets, the properties and
liabilities of any company, organisation,
partnership or person, formed for all or some of
the objects which fall within the pursuits of
the company or formed to carry out any
businesses which the company is authorised to
carry out or intending to carry out such
businesses or having properties appropriate for
the objects of the company and to undertake,
carry out or liquidate and disolve any such
business and in exchange of such acquisition
pays in cash, issues shares, undertakes any
liabilities or acquires any interest on the
business of the seller.
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Acquisition of patents etc. (13) To ask and receive, buy or otherwise
acquire any plans, trade marks, patents,
rights on patents, or inventions or
diplomas in patents, royalties or secret
methods which would be considered useful
for the purposes of the company and
provides licenses for their use.
Payment of preliminary (14) To pay all the expenses, charges and
expenses costs, which had to be made or incurred in
relation to the promotion, formation and
incorporation of the company or which the
company wanted to consider as preliminary
expenses or expenses which had to be made
prior to the registration and for the
purpose of registering the company,
including the fees rendered for
professional services, advertising
expenses, taxes, underwriting commissions,
brokerage, printing and stationery,
salaries of employees and other similar
costs, as well as expenses connected with
the establishment and operation of
agencies, local councils or local
management or other bodies.
Paymnet of underwriting (15) Upon issue of shares or debentures or
commission other securities of the company, to
appoint brokers, commercial
representatives on commission or
underwriters and provide for their
remuneration for their services, by
payment in cash or by the issue of shares,
debentures or other securities of the
company or by the offer of the right of
option to acquire them or by any other
legal means.
Borrowing and raising money (16) To borrow, raise money or secure
obligations (either of the company or any
other person) in such manner and such
terms as may be thought fit, and in
particular by the issue of debentures and
debenture stock (the validity of which is
endless or can be terminated) promissory
notes, mortgages or any other securities,
introduced or based on all or part of the
properties and rights of the company,
including the uncalled share capital, or
without such securities and such terms, as
regards the priority or otherwise, which
the company thought fit to determine from
time to time.
Granting of credits loans and (17) To grant credits and provide loans to any
guarantees person, firm or company; guarantee and
provide guarantees and compensations or
indemnities for the payment of money or
the fulfilment of agreements or
obligations of any person, firm or
company; to secure or undertake in any
manner the repayment of granted money or
provided loans to any person, firm or
company or the obligations burdening such
person, firm or company and to assist any
person or company in the manner the
company thinks fit.
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Issue etc. of titles (18) To issue, sign, accept, endorse, discount, trade
to bearer and otherwise deal with bills of exchange,
promissory notes, bills of lading and other
titles to the bearer or otherwise transferable
titles or whatever other titles.
Receiving money (19) To accept money deposits, subject to payment of
deposits interest thereon or not.
Grants (20) To grant money and provide loans either on
receipt of the necessary security as the company
thinks fit or without any such security.
Investments (21) To invest the moneys of the company, which it
does not immediately require, in such
investments, with the exception of its own
shares, as the directors may decide from time to
time.
To underwrite (22) To issue or guarantee the issue or the payment
of interest on the issue of shares, debentures
and debenture stock or other securities or the
obligations of any company or organization and
to pay or provide for the payment of brokerages,
commissions and underwriting expenses in
relation to such issue.
Acquiring shares of (23) To acquire by registration, purchase or
other companies otherwise and to accept, receive, hold, trade,
convert and sell shares of any nature, stock,
bonds or other securities or interests in any
other company, organization or enterprise.
Issuing of shares (24) To issue and distribute fully or partly paid
and securities and shares from the share capital of the company or
remuneration of issue debentures or securities for the payment,
persons in exchange of wholly or partially, of any movable or immovable
properties or services property purchased or otherwise acquired by the
rendered company or any services rendered to the company
and reward in cash or otherwise any person, firm
or company for their services rendered to the
company or grant donations to such persons.
Establishment of (25) To establish, in Cyprus and elsewhere, agencies
agencies and local councils, and for this purpose
regulates and abolishes them.
Provision for (26) To take measures for the prosperity of the
officers; employees persons employed by the company (incl. its
and their families officers) or those previously with the company
or their successors in the company's employment
(incl. the officers) or those employed by a
subsidiary or allied or associated company,
(incl. the officers), as well as their wives,
widows, dependents and their families, by money
grants, pensions or other payments (including
payments for
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insurance premiums) and to establish,
contribute or otherwise assist, any trust
funds, or plans for the benefit of these
persons, as well as charitable, religious,
scientific, national or other
establishments or purposes, having moral
or other claims to get the contributions
or assistance of the company, due to the
nature or the location of its businesses
or otherwise.
Payment of contributions for (27) To proceed from time to time to the
charitable purposes payment of subscriptions or contributions
for charitable, benevolent or useful
purposes of public character, the
assistance of which would, at the
company's discretion, contribute to the
increase of fame or its popularity among
its employees, its customers or the
public.
Amalgamation or carrying (28) To conclude and put into effect agreements
business in common relating to carrying business in common,
unification of interests, limitation of
competition, partnership, or the
participation in profits or the
amalgamation with any other company or any
other partnership or person, exercising
business falling within the objects of
this company.
Promotion of companies (29) To establish, promote the establishment
and otherwise contribute any company or
companies for the purpose of acquiring any
properties or promote any of the objects
of this company or for any other purpose
which would be considered to prove
eventually directly or indirectly to
benefit this company.
Propulsion of legislation and (30) To request, promote and succeed in the
contraction of agreements with enactment of any Law, the issue of any
Governments Order, Regulation, Internal Regulation,
the approval of decision, Articles, the
securing of any concession, right,
privilege and the issue of any licence, so
as to enable the company to achieve any of
its objectives or to carry out any
modification to its whole structure or for
any other, beneficial, at the company's
discretion, purpose; to oppose to every
proceeding or application, which would be
considered as intending to harm directly
or indirectly the interests of the company
and to make and execute any agreement with
any Government or Authority (supreme,
municipal, local or such others) which
would be considered as able to contribute
to the attainment of all or some of the
objectives of the company.
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Sale of enterprise (31) To sell, realise, mortgage, charge, grant rights
or options or transfer the businesses, the
properties and the undertakings of the company
or any part thereof against any exchange, which
the company would accept as it thinks fit.
Acceptance of shares (32) To accept stock or shares or debentures of
shares instead of mortgage debentures or any other securities of
payment any other company for the payment, wholly or
partly, of any service rendered to it, or sale
made to it by this company or for any debt due
by such other company.
Distribution of (33) To distribute in specie or otherwise as may be
assets in specie decided from time to time, any assets of the
company, among its members, in particular the
shares, the debentures or other securities of
any other company owned by this company or which
this company may have the power to dispose.
Resumption of (34) To exercise all or some of the actions permitted
activities of agents by this Memorandum of Association, in any part
of the world, either alone or together or in
common with other companies, firms or persons
either as agent, trustee, principal,
subcontractor or representative of other
companies, firms, or persons, either through
agents, trustees, subcontractors, or
representatives.
Registration (35) To promote the registration or recognition of
abroad the company in any country or place; to carry
out the duties of secretary, manager or cashier
of any other company.
General powers (36) Generally to carry out any other action which
would appear to the company as falling between
or contribution to the achievement of all or
some of the aforesaid objects.
Interpretation of The objects exposed in any sub-paragraph of this
objects paragraph, must not befall limited
interpretation but the wider possible one,
unless otherwise expressly results from the
text, they must not be limited, in any way from
any reference made or conclusion taken out by
any other object or objects exposed in any such
sub-paragraph or from the terms of any other
sub-paragraph or side title or from the name of
the company. Such
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sub-paragraphs, the defined objects therein and
the powers given by them must not be considered
as auxiliary or supplementary to those objects
mentioned in some other sub-paragraph or
powers; the company has full power to exercise
all or some of the powers given to it by one or
more of the aforesaid sub-paragraphs and
fulfils or tries to fulfil all or some of the
objects defined therein.
Liability The liability of the members is limited.
Capital The share capital of the company is CY pounds
10,000.- divided into 10,000 shares of CY
pounds 1 each, with power to issue any shares
of the capital, either the original or the
increased together with any or with the
reservation of any preferential, special or
limited rights or conditions in relation to
dividends, the payment of capital, the voting
right or otherwise.
Signatories We, whose names and addresses are recorded
below, wish to form a company in accordance
with this Memorandum of Association, and agree
that each one of us takes from the capital of
the company the number of shares, which is
written against each of our names.
NAMES, ADDRESSES AND DESCRIPTIONS OF Number of shares taken
SUBSCRIBERS by each subscriber
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1. PETROS KYRIAKIDES 1 Share
2. DOROTHEA CATSELLI 1 Share
Dated today the ____ day of ______________________ 19__
Witness to the above signatures:-
Name: ______________________________
Occupation: ________________________
Address: ___________________________
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THE COMPANIES LAW CAP. 113
PRIVATE COMPANY LIMITED BY SHARES
ARTICLES OF ASSOCIATION
OF
AVIATION CONSULTING & MARKETING (MIDDLE EAST) LTD.
1. In these Regulations:-
"Cyprus" means the Republic of Cyprus
"other law" means the Companies Law, Cap. 113, or any Law
which may replace or amend the said Law.
"the seal" means the common seal of the company.
"secretary" means any person appointed to perform the duties
of the secretary of the company.
Expressions referring to writing shall, unless the contrary intention
appears, be construed as including references to printing, lithography,
photography, and other modes of representing or reproducing words in a
visible form.
Unless the context otherwise requires, words or expressions contained in
these regulations shall bear the same meaning as in the Law or any
statutory modification thereof in force at the date at which these
regulations become binding on the company.
EXCLUSION OF TABLE "A+
2. The Regulations contained in Table "A" of the First Schedule of the Law
shall not apply so far as the same are repeated or contained in these
regulations.
INTRODUCTORY PROVISIONS
3. The company is a Private Company and accordingly:-
(a) the right to transfer shares is restricted in manner hereinafter
provided.
(b) the number of members of the company (exclusive of persons who are in
the employment of the company and of persons who, having been formerly
in the employ-
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ment of the company, were, while in such employment, and have
continued after the determination of such employment to be members of
the company) is limited to fifty: Provided that where two or more
persons jointly hold one or more shares in the company they shall, for
the purpose of this regulation be treated as a single member.
(c) any invitation to the public to subscribe for any shares or debentures
of the company is prohibited.
4. The company shall not have power to issue share warrants to bearer.
SHARE CAPITAL AND VARIATION OF RIGHTS
5. The shares will be placed at the disposal of the company which, subject to
Regulation 3 as well as the provisions of the immediately following
regulation, can allot by ordinary resolution or otherwise dispose of them
as they think fit, so far as it concerns the persons, the time and
generally the term and conditions, provided that no shares will be issued
at a discount, except as provided in section 56 of the Law.
6. Except as otherwise decided by the company in a General Meeting, every
original shares not issued and not alloted as well as every created new
shares, before they are issued, will be offered to the members, at the
nearest possible proportion to the number of shares already held by them.
Such offer will be made by notification, defining the number of offered
shares, as well as the time limit, during which, if not accepted, the offer
is considered as rejected on the expiration of such time limit or on the
receipt of advice from the person, to whom the offer has been made, that he
refuses to accept the shares offered to him, the company can, subject to
these Regulations, dispose of them at its discretion to the best interest
of the company. The company may likewise offer any such shares, as
mentioned above, new or original shares, which, due to their proportion, at
which they bear to the number of the above mentioned persons entitled to
such offer, or due to any other difficulty, that may arise as to their
allocation, cannot in the opinion of the company be easily offered in the
above provided manner.
7. Without prejudice to any special rights previously conferred on the
holders of any existing shares or class of shares, any share in the company
may be issued with such preferred, deferred or other special rights or such
restrictions, whether in regard to dividend, voting, return of capital or
otherwise as the company may from time to time by ordinary resolution
determine.
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8. Subject to the provision of section 57 of the Law, any preference shares
may, with the sanction of an ordinary resolution, be issued on the terms
that they are, or at the opinion of the company are liable, to be redeemed
on such terms and in such manner as the company before the issue of the
shares may by special resolution determine.
9. If at any time the share capital is divided into different classes of
shares, the rights attached to any class (unless otherwise provided by the
terms of issue of the shares of that class) may, whether or not the company
is being wound up, be varied with the consent in writing of the holders of
three-fourths of the issued shares of that class, or with the sanction of
an extraordinary resolution passed at a separate general meeting of the
holders of the shares of the class. To every such separate general meeting
the provisions of these regulations relating to general meetings shall
apply, but so that the necessary quorum shall be two persons at least
holding or representing by proxy one-third of the issued shares of the
class and that any holder of shares of the class present in person or by
proxy may demand a poll.
10. The rights conferred upon the holders of the shares of any class issued
with preferred or other rights shall not, unless otherwise expressly
provided by the terms of issue of the shares of that class, be deemed to be
varied by the creation or issue of further shares ranking pari passu
therewith.
11. The company may exercise the powers of paying commissions conferred by
section 52 of the Law, provided that the rate per cent or the amount of the
commission paid or agreed to be paid shall be disclosed in the manner
required by the said section and the rate of the commission shall not
exceed the rate of 10 per cent of the price at which the shares in respect
whereof the same is paid are issued or an amount equal to 10 per cent of
such price (as the case may be). Such commission may be satisfied by the
payment of cash or the allotment of fully or partly paid shares or partly
in one way and partly in the other. The company may also on any issue of
shares pay such brokerage as may be lawful.
12. Except as required by law, no person shall be recognised by the company as
holding any share upon any trust, and the company shall not be bound by or
be compelled in any way to recognise (even when having notice thereof) any
equitable, contingent, future or partial interest in any share or any
interest in any fractional part of a share or (except only as by these
regulations or by law otherwise provided) any other rights in respect of
any share except an absolute right to the entirety thereof in the
registered holder.
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13. Every person whose name is entered as a member in the register of members
shall be entitled without payment to receive within two months after
allotment or lodgment of transfer (or within such other period as the
conditions of issue shall provide) one certificate for all his shares or
several certificates each for one or more of his shares upon payment of 125
mils for every certificate after the first or such less sum as the
directors shall from time to time determine. Every certificate shall be
under the seal and shall specify the shares to which it relates and the
amount paid up thereon. Provided that in respect of a share or shares held
jointly by several persons the company shall not be bound to issue more
than one certificate, and delivery of a certificate for a share to one of
several joint holders shall be sufficient delivery to all such holders.
14. If a share certificate be defaced, lost or destroyed, it may be renewed on
payment of a fee of 125 mils or such less sum and on such terms (if any) as
to evidence and indemnity and the payment of out-of-pocket expenses of the
company of investigating evidence as the directors think fit.
15. The company shall not give, whether directly or indirectly, and whether by
means of a loan, guarantee, the provision of security or otherwise, any
financial assistance for the purpose of or in connection with a purchase or
subscription made or to be made by any person of or for any shares in the
company or in its holding company nor shall the company make a loan for any
prupose whatsoever on the security of its shares or those of its holding
company, but nothing in this regulation shall prohibit transactions
mentioned in the proviso to section 53(1) of the Law.
LIEN
16. The company shall have a first and paramount lien on every share for all
moneys (whether presently payable or not) called or payable at a fixed time
in respect of that share, and the company shall also have a first and
paramount lien on all shares standing registered in the name of a single
person for all moneys presently payable by him or his estate to the
company; but the directors may at any time declare any share to be wholly
or in part exempt from the provisions of this regulation. The company's
lien, if any, on a share extend to all dividends payable thereon.
17. The company may sell, in such manner as the directors think fit, any shares
on which the company has a lien, but no sale shall be made unless a sum in
respect of which the lien exists is presently payable, nor until the
expiration of fourteen days after a notice in writing, starting and
demanding payment of such part of the amount in respect of which the lien
exists as is presently payable, has been given to the registered holder
for the time being of the share, or the person entitled thereto by reason
of his death or bankruptcy
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18. To give effect to any such sale the directors may authorise some person to
transfer the shares sold to the purchaser thereof. The purchaser shall be
registered as the holder of the shares comprised in any such transfer, and
he shall not be bound to see the application of the purchase money, nor
shall his title to the shares be affected by any irregularity or invalidity
in the proceedings in reference to the sale.
19. The proceeds of the sale shall be received by the company and applied in
payment of such part of the amount in respect of which the lien exists as
is presently payable, and the residue, if any, shall (subject to a like
lien for sums not presently payable as existed upon the shares before the
sale) be paid to the person entitled to the shares at the date of the sale.
CALLS ON SHARES
20. The directors may from time to time make calls upon the members in respect
of any moneys unpaid on their shares (whether on account of the nominal
value of the shares or by way of premium) and not by the conditions of
allotment thereof made payable at fixed times, and each member shall
(subject to receiving at least fourteen days' notice specifying the time or
times and place of payment) pay to the company at the time or times and
place so specified the amount called on his shares. A call may be revoked
or postponed as the directors may determine.
21. A call shall be deemed to have been made at the time when the resolution of
the directors authorising the call was passed and may be required to be
paid by instalments.
22. The joint holders of a share shall be jointly and severally liable to pay
all calls in respect thereof.
23. If a sum called in respect of a share is not paid before or on the day
appointed for payment thereof, the person from whom the sum is due shall
pay interest on the sum from the day appointed for payment thereof to the
time of actual payment at such rate hot exceeding 5 per cent per annum as
the directors may determine, but the directors shall be at liberty to waive
payment of such interest wholly or in part.
24. Any sum which by the terms of issue of a share becomes payable on allotment
or at any fixed date, whether on account of the nominal value of the share
or by way of premium, shall for the purposes of these regulations be deemed
to be a call duly made and payable on the date on which by the terms of
issue the same becomes payable, and in case of non-payment all the relevant
provisions of these regulations as to payment of interest and expenses,
forfeiture or otherwise shall apply as if such sum had become payable by
virtue of a call duly made and notified.
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25. The directors may, if they think fit, receive from any member willing to
advance the same, all or any part of the moneys uncalled and unpaid upon
any shares held by him, and upon all or any of the moneys so advanced may
(until the same would, but for such advance, become payable) pay interest
at such rate not exceeding (unless the company in general meeting shall
otherwise direct) 5 per cent per annum, as may be agreed upon between the
directors and the member paying such sum in advance.
TRANSFER OF SHARES
26. The instrument of transfer of any share shall be executed by or on behalf
of the transferor and transferee the transferor shall be deemed to remain a
holder of the share until the name of the transferee is entered in the
register of members in respect thereof.
27. Subject to such of the restrictions of these regulations as may be
applicable, any member may transfer all or any of his shares by instrument
in writing in any usual or common form or any other form which the
directors may approve.
28. The directors may decline to register the transfer of a share (not being a
fully paid share) to a person of whom they shall not approve, and they may
also decline to register the transfer of a share on which the company has
a lien.
29. The directors may also decline to recognise any instrument of transfer
unless:-
(a) a fee of 125 mils or such lesser sum as the directors may from time to
time require is paid to the company in respect thereof;
(b) the instrument of transfer is accompanied by the certificate of the
shares to which it relates, and such other evidence as the directors
may reasonably require to show the right of the transferor to make the
transfer; and
(c) the instrument of transfer is in respect of only one class of share.
30. If the directors refuse to register a transfer they shall within two months
after the date on which the transfer was lodged with the company send to
the transferee notice of the refusal.
31. The registration of transfers may be suspended at such times and for such
periods as the directors may from time to time determine, provided always
that such registration shall not be suspended for more than thirty days in
any year.
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32. The company shall be entitled to charge a fee not exceeding 125 mils on the
registration of every probate, letters of administration, certificate of
death or marriage, power of attorney, or other instrument.
33. Regulations 26 and 27 must be read in conjunction with the provisions of
Regulation 34.
34. (a) For the purposes of this Regulation, whenever a person acquires
absolute right, to be registered as holder of any share, the said
person and not the registered holder of such a share is considered a
member of the company in respect of such share.
(b) Except in the case of the following instances, no share of the company
will be transferred, unless and until the rights of preference given
hereunder are exhausted.
(c) Each member, proposing to transfer any share or shares (hereinafter
called "the seller"), must notify the company in writing of such
intention (hereinafter called "the transfer notice"). Subject to the
following provisions, the transfer notice renders the company as agent
of the seller for the sale of the shares specifically defined in the
transfer notice (hereinafter called "the aforesaid shares"), in one
or more lots at the discretion of the directors, to other members of
the company except the seller, at a price, which had to be agreed
between the seller and the remaining members of the company, or, in
case of disagreement, or of non existence of such an agreement, at the
price, which the auditor of the company from time to time would
certify in writing that in his opinion is the most fair value for such
shares, which can be achieved in a voluntarily executed, by both
parties, deal. The transfer notice may include a proviso that no share
shall be sold, unless the company sells all the shares referred to in
the notification in accordance with this Regulation; the company is
bound for such a transfer notice proviso.
(d) In case the auditor is asked to certify the fair value, as stated
above, the company must, upon the receipt of the auditors's
certificate, furnish the seller with a certified copy of the
certificate, and the seller is entitled, by a written notification to
the company within ten days, from which the said certified copy was
delivered, to cancel the authority given to the company to sell the
said shares. The expenses for the issue of the certificate are charged
to the company, unless the seller, by notification, cancels the
authority given to the company as mentioned above, in which case the
said expenses are charged to the seller.
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(e) Upon the determination of the price as mentioned above, and provided
the seller did not want to cancel the authority given to the company
in accordance with the above arrangement, the company in forms each
member without neglect by a written notification, except the seller
and the holders of shares only by employee members, of the number and
price of the said shares and invite each member to notify the company
in writing, within twenty one days from the date of delivery of the
notification, (the date being defined in the said notification) the
maximum number of the said shares (the whole number of shares or any
number of them) which he wishes to buy.
(f) In case the said members wanted to apply within the above mentioned
time limit of twenty one days for the whole number or (unless
otherwise stated in the transfer notice), for any number of the said
shares, the directors allot the said shares (or the declared number of
them, as mentioned above) to the applicants or between them, but in
case of competition, in proportion to the nearest possible number of
shares in the company (except the shares of employees) for which they
are registered or have the absolute right to be registered as holders;
it is understood that no applicant is obliged to buy beyond the
maximum number of shares declared by him as explained above; the
company notifies without neglect such allotment (hereinafter called
"allotment notice") to the seller as well as to the persons to whom
the shares were allotted, and defines in such notice the place and
time (not earlier than fourteen days and not later than twenty eight
days from the date of the notice) in which the sale of the allotted
shares will be completed.
(g) The seller is obliged to transfer the shares included in the allotment
notice, to the purchasers named therein and in accordance with the
time and place defined therein; if he fails to do this, the chairman
of the company or any other such person appointed by the directors, is
considered as an appointed proxy representative of the seller, having
full power to act in the execution, the completion and the tranfer of
shares to the purchasers of these on behalf and on account of the
seller, against the payment of the consideration to the company. Upon
payment of the consideration to the company, the purchaser is
considered as having fully performed his commitments arising from the
purchase, and when the execution and transfer is carried out, he is
entitled to claim that his name be entered in the Register of Members
as holders of the shares purchased by him through transfer. The
company without neglect will pay the consideration to a separate bank
account, in the name of the company and hold this consideration in
trust for the seller.
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(h) The seller has the right, at any time within six months from the
expiration of the said time limit of twenty one days, referred to in
paragraph (e) of this Regulation, to transfer (subject, nonetheless,
to the provisions of Regulation 28), to any person and at any price
(not less than that defined by virtue of paragraph (c) of this
Regulation), any share, not allotted by the directors, in the
allotment notice. It is understood that, in case the seller wanted to
define in his notification of transfer, that no share shall be sold,
unless all the shares included in the said notification of transfer
were sold according to this regulation, the seller is not entitled to
proceed with the sale of any shares, which were included in his
notification of transfer, except by written consent of all the
remaining members of the company.
(i) Every member has the right to transfer any of his shares, to his/her
spouse, child, other descendant or parent, brother or sister or to a
company beneficially owned or controlled by him; and the shares of a
deceased member may be transferred by his personal representatives to
the survived spouse, child, other descendant or parent, brother or
sister of the said deceased member. Shares found in the name of the
trustees of a deceased member, may be transferred, upon the change of
the trustees, to the trustees from time to time of such property. In
case a member of the company is a corporation, it can transfer any
of its shares to a company which is its subsidiary company or holding
company or to a company controlled by such holding company. The rights
of preference provided by this regulation, as stated above, do not
arise from such transfers, and Regulation 28 must be read with the
reservation of this paragraph.
TRANSMISSION OF SHARES IN CONSEQUENCE OF DEATH OR BANKRUPTCY
35. In case of the death of a member the survivor or survivors where the
deceased was a joint holder, and the legal personal representatives of the
deceased where he was a sole holder, shall be the only persons recognised
by the company as having any title to his interest in the shares; but
nothing herein contained shall release the estate of a deceased joint
holder from any liability in respect of any share which had been jointly
held by him with other persons.
36. Any person becoming entitled to a share in consequence of the death or
bankruptcy of a member may, upon such evidence being produced as may from
time to time properly be required by the directors and subject as
hereinafter provided, elect either to be registered himself as holder of
the share or to have some person nominated by him
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registered as the transferee thereof, but the directors shall, in either
case, have the same right to decline or suspend registration as they would
have had in the case of a transfer of the share by that member before his
death or bankruptcy, as the case may be.
37. If the person so becoming entitled shall elect to be registered himself, he
shall deliver or send to the company a notice in writing signed by him
stating that he so elects. If he shall elect to have another person
registered he shall testify his election by executing to that person a
transfer of the share. All the limitations, restrictions and provisions of
these regulations relating to the right to transfer and the registration of
transfers of shares shall be applicable to any such notice or transfer as
aforesaid as if the death or bankruptcy of the member had not occurred and
the notice or transfer were a transfer signed by that member.
38. A person becoming entitled to a share by reason of the death or bankruptcy
of the holder shall be entitled to the same dividends and other advantages
to which he would be entitled if he were the registered holder of the
share, except that he shall not, before being registered as a member in
respect of the share, be entitled in respect of it to exercise any right
conferred by membership in relation to meetings of the company:
Provided always that the directors may at any time give notice requiring
any such person to elect either to be registered himself or to transfer the
share, and if the notice is not complied with within ninety days the
directors may thereafter withhold payment of all dividends, bonuses or
other moneys payable in respect of the share until the requirements of the
notice have been complied with.
FORFEITURE OF SHARES
39. If a member fails to pay any call or instalment of a call on the day
appointed for payment thereof, the directors may, at any time thereafter
during such time as any part of the call or instalment remains unpaid,
serve a notice on him requiring payment of so much of the call or
instalment as is unpaid, together with any interest which may have accrued.
40. The notice shall name a further day (not earlier than the expiration of
fourteen days from the date of service of the notice) on or before which
the payment required by the notice is to be made, and shall state that in
the event of non-payment at or before the time appointed the shares in
respect of which the call was made will be liable to be forfeited.
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41. If the requirements of any such notice as aforesaid are not complied with,
any share in respect of which the notice has been given may at any time,
thereafter, before the payment required by the notice has been made, be
forfeited by a resolution of the directors to that effect.
42. A forfeited share may be sold or otherwise disposed of on such terms and in
such manner as the directors think fit, and at any time before a sale or
disposition the forfeiture may be cancelled on such terms as the directors
think fit.
43. A person whose shares have been forfeited shall cease to be a member in
respect of the forfeited shares, but shall, notwithstanding, remain liable
to pay to the company all moneys which, at the date of forfeiture, were
payable by him to the company in respect of the shares, but his liability
shall cease if and when the company shall have received payment in full of
all such moneys in respect of the shares.
44. A statutory declaration in writing that the declarant is a director or the
secretary of the company, and that a share in the company has been duly
forfeited on a date stated in the declaration, shall be conclusive evidence
of the facts therein stated as against all persons claiming to be entitled
to the share. The company may receive the consideration, if any, given for
the share on any sale or disposition thereof and may execute a transfer of
the share in favour of the person to whom the share is sold or disposed of
and he shall thereupon be registered as the holder of the share, and shall
not be bound to see to the application of the purchase money, if any, nor
shall his title to the share be affected by any irregularity or invalidity
in the proceedings in reference to the forfeiture, sale or disposal of the
share.
45. The provisions of these regulations as to forfeiture shall apply in the
case of non-payment of any sum which, by the terms of issue of a share,
becomes payable at a fixed time, whether on account of the nominal value of
the share or by way of premium, as if the same had been payable by virtue
of a call duly made and notified.
CONVERSION OF SHARES INTO STOCK
46. The company may by ordinary resolution convert any paid-up shares into
stock, and reconvert any stock into paid-up shares of any denomination.
47. The holders of stock may transfer the same, or any part thereof, in the
same manner, and subject to the same regulations, as and subject to which
the shares from which the
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stock arose might previously to conversion have been transferred, or as
near thereto as circumstances admit; and the directors may from time to
time fix the minimum amount of stock transferable but so that such minimum
shall not exceed the nominal amount of the shares from which the stock
arose.
48. The holders of stock shall, according to the amount of stock held by them,
have the same rights, privileges and advantages as regards dividends,
voting at meetings of the company and other matters as if they held the
shares from which the stock arose, but no such privilege or advantage
(except participation in the dividends and profits of the company and in
the assets on winding up) shall be conferred by an amount of stock which
would not, if existing in shares, have conferred that privilege or
advantage.
49. Such of the regulations of the company as are applicable to paid-up shares
shall apply to stock, and the words "share" and "shareholder" therein shall
include "stock and "stockholder".
ALTERATION OF CAPITAL
50. The company may from time to time by ordinary resolution increase the share
capital by such sum, to be divided into shares of such amount, as the
resolution shall prescribe.
51. The company may by ordinary resolutuion -
(a) consolidate and divide all or any of its share capital into shares of
larger amount than its existing shares;
(b) Subdivide its existing shares, or any of them, into shares of smaller
amount than is fixed by the memorandum of association subject,
nevertheless, to the provisions of section 60(1) (d) of the Law;
(c) cancel any shares which, at the date of the passing of the resolution,
have not been taken or agreed to be taken by any person.
52. The company may by special resolution reduce its share capital, any capital
redemption reserve fund or any share premium account in any manner and
with, and subject to, any incident authorised, and consent required, by
law.
GENERAL MEETINGS
53. The company shall in each year hold a general meeting as its annual general
meeting in addition to any other meetings in that year, and shall specify
the meeting as such in the notices calling it; and not more then fifteen
months shall elapse between the date of one annual general meeting of the
company and that of the next.
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Provided that so long as the company holds its first annual general meeting
within eighteen months of its incoporation, it need not hold it in the year
of its incorporation or in the following year. The annual general meeting
shall be held at such time and place as the directors shall appoint.
54. All general meetings other than annual general meetings shall be called
extraordinary general meetings.
55. The directors may, whenever they think fit, convene an extraordinary
general meeting, and extraordinary general meetings, shall also be
convened on such requisition, or, in default, may be convened by such
requisitionists, as provided by section 126 of the Law. If at any time
there are not within Cyprus sufficient directors capable of acting to form
a quorum, any director or any two members of the company may convene an
extraordinary general meeting in the same manner as nearly as possible as
that in which meetings may be convened by the directors.
NOTICE OF GENERAL MEETINGS
56. An annual general meeting and a meeting called for the passing of a special
resolution shall be called by twenty-one days' notice in writing at the
least, and a meeting of the company other than an annual general meeting or
a meeting for the passing of a special resolution shall be called by
fourteen days' notice in writing at the least. The notice shall be
exclusive of the day on which it is served or deemed to be served and of
the day for which it is given, and shall specify the place, the day and the
hour of meeting and, in case of special business, the general nature of
that business, and shall be given, in manner hereinafter mentioned or in
such other manner, if any, as may be prescribed by the company in general
meeting, to such persons as are, under the regulations of the company,
entitled to receive such notices from the company:
Provided that a meeting of the company shall, notwithstanding that it is
called by shorter notice than that specified in this regulation, be deemed
to have been duly called if it is so agreed -
(a) in the case of a meeting called as the annual general meeting, by all
the members entitled to attend and vote thereat; and
(b) in the case of any other meeting, by a majority in number of the
members having a right to attend and vote at the meeting, being a
majority together holding not less than 95 per cent in nominal value
of the shares giving that right.
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57. The accidental omission to give notice of a meeting to, or the non-receipt
of notice of a meeting by, any person entitled to receive notice shall not
invalidate the proceedings at that meeting.
PROCEEDINGS AT GENERAL MEETINGS
58. All business shall be deemed special that is transacted at an extraordinary
general meeting, and also all that is transacted at an annual general
meeting, with the exception of declaring a dividend, the consideration of
the accounts, balance sheets, and the reports of the directors and
auditors, the election of directors in the place of those retiring and the
appointment of, and the fixing of the remuneration of, the auditors.
59. No business shall be transacted at any general meeting unless a quorum of
members is present at the time when the meeting proceeds to business; save
as herein otherwise provided, two members present in person shall be a
quorum.
60. If within half an hour from the time appointed for the meeting a quorum is
not present, the meeting, if convened upon the requisition of members,
shall be dissolved; in any other case it shall stand adjourned to the same
day in the next week, at the same time and place or to such other day and
at such other time and place as the directors may determine, and if at the
adjourned meeting a quorum is not present within half an hour from the time
appointed for the meeting, the members present shall be a quorum.
61. The chairman, if any, of the board of directors shall preside as chairman
at every general meeting of the company, or if there is no such chairman,
or if he shall not be present within fifteen minutes after the time
appointed for the holding of the meeting or is unwilling to act the
directors present shall elect one of their number to be chairman of the
meeting.
62. If at any meeting no director is willing to act as chairman or if no
director is present within fifteen minutes after the time appointed for
holding the meeting, the members present shall choose one of their number
to be chairman of the meeting.
63. The chairman may, with the consent of any meeting at which a quorum is
present, adjourn the meeting from time to time and from place to place, but
no business shall be transacted at any adjourned meeting other then the
business left unfinished at the meeting from which the adjournment took
place. When a meeting is adjourned for thirty days or more, notice of the
adjourned meeting shall be given as in the case of an original meeting.
Save as aforesaid it shall not be necessary to give any notice of an
adjournment or of the business to be transacted at an adjourned meeting.
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64. At any general meeting a resolution put to the vote of the meeting shall be
decided on a show of hands unless a poll is (before or on the declaration
of the result of the show of hands) demanded -
(a) by the chairman; or
(b) by at least two members present in person or by proxy; or
(c) by any member or members present in person or by proxy and
representing not less than one-tenth of the total voting rights of all
the members having the right to vote at the meeting; or
(d) by a member or members holding shares in the company conferring a
right to vote at the meeting being shares on which an aggregate sum
has been paid up equal to not less than one-tenth of the total sum
paid up on all the shares conferring that right.
Unless a poll be so demanded a declaration by the chairman that a
resolution has on a show of hands been carried or carried (unanimously, or
by a particular majority) or lost and an entry to that effect in the book
containing the minutes of the proceedings of the company shall be
conclusive evidence of the fact without proof of the number or proportion
of the votes recored in favour of or against such resolution.
The demand for a poll may be withdrawn.
65. Except as provided in regulation 68, if a poll is duly demanded it shall be
taken in such manner as the chairman directs, and the result of the poll
shall be deemed to be the resolution of the meetings at which the poll was
demanded.
66. In the case of an equality of votes, whether on a show of hands or on a
poll, the chairman of the meeting at which the show of hands takes place or
at which the poll is demanded, shall be entitled to a second or casting
vote.
67. A poll demanded on the election of a chairman or on a question of
adjournment shall be taken forthwith. A poll demanded on any other question
shall be taken at such time as the chairman of the meeting directs, and any
business other than that upon which a poll has been demanded may be
proceeded with pending the taking of the poll.
VOTES OF MEMBERS
68. Subject to any rights or restrictions for the time being attached to any
class or classes of shares, on a show of hands every member present in
person shall have one vote, and on a poll every member shall have one vote
for each share of which he is the holder.
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69. In the case of joint holders the vote of the senior who tenders a vote,
whether in person or by proxy, shall be accepted to the exclusion of the
votes of the other joint holders; and for this purpose seniority shall be
determined by the order in which the names stand in the register of
members.
70. A member of unsound mind, or in respect of whom an order has been made by
any Court having jurisdiction in lunacy, may vote, whether on a show of
hands or on a poll, by the administrator of his property, his committee,
receiver, curator bonis, or other person in the nature of an administrator,
committee, receiver or curator bonis appointed by that Court, and any such
administrator, committee, receiver, curator bonis or other person may, on a
poll, vote by proxy.
71. No member shall be entitled to vote at any general meeting unless all calls
or other sums presently payable by him in respect of shares in the company
have been paid.
72. No objection shall be raised to the qualification of any voter except at
the meeting or adjourned meeting at which the vote objected to is given or
tendered and every vote not disallowed at such meeting shall be valid for
all purposes. Any such objection made in due time shall be referred to the
chairman of the meeting, whose decision shall be final and conclusive.
73. On a poll votes may be given either personally or by proxy.
74. The instrument appointing a proxy shall be in writing under the hand of the
appointer or of his attorney duly authorised in writing, or if the
appointer is a corporation, either under seal, or under the hand of an
officer or attorney duly authorised. A proxy need not be a member of the
company.
75. The instrument appointing a proxy and the power of attorney or other
authority, if any, under which it is signed or a notarially certified copy
of that power or authority shall be deposited at the registered office of
the company or at such other place within Cyprus as is specified for that
purpose in the notice convening the meeting, not less than 48 hours before
the time for holding the meeting or adjourned meeting, at which the person
named in the instrument proposes to vote, or, in the case of a poll, not
less than 24 hours before the time appointed for the taking of the poll,
and in default the instrument of proxy shall not be treated as valid.
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76. An instrument appointing a proxy shall be in the following form or a form
as near thereto as circumstances admit:-
I/We ______________________________ of __________________ being a member/
members of the above-named company, hereby appoint
_____________________________________ of ______________________________ or
failing him ______________________________ of _____________________ as
my/our proxy to vote for me/us on my/our behalf at the (annual or
extraordinary, as the case may be) general meeting of the company, to be
held on the day of _____________________ 19____________and at any
adjournment thereof.
Signed this _____________________ day of __________________ 19__
77. Where it is desired to afford members an opportunity of voting for or
against a resolution the instrument appointing a proxy shall be in the
following form or a form as near thereto as circumstances admit:-
I/We ______________________________ of __________________ being a member/
members of the above-named company, hereby appoint
_____________________________________ of ______________________________ or
failing him ______________________________ of _____________________ as
my/our proxy to vote for me/us on my/our behalf at the (annual or
extraordinary, as the case may be) general meeting of the company, to be
held on the day of _____________________ 19____________and at any
adjournment thereof.
Signed this _____________________ day of __________________ 19__
This form is to be used in favour of+/against the resolution. Unless
otherwise instructed, the proxy will vote as he thinks fit.
- ----------
+ Strike out whichever is not desired.
78. The instrument appointing a proxy shall be deemed to confer authority to
demand or join in demanding a poll.
79. A vote given in accordance with the terms of an instrument of proxy shall
be valid notwithstanding the previous death or insanity of the principal or
revocation of the proxy or of the authority under which the proxy was
executed, or the transfer of the share in respect of which the proxy is
given, provided that no intimation in writing of such death, insanity,
revocation or transfer as aforesaid shall have been received by the company
at the office before the commencement of the meeting or adjourned meeting
at which the proxy is used.
80. Subject to the provisions of the Law, a written decision, bearing the
signature of all the members who have the right from time to time to
receive notices to convene general meetings, to attend and vote at such
meetings (or in the case of corporations, the signature of their duly
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authorised representatives) is valid and is subject to the same legal
consequences, as if it has been voted in a duly convened and met meeting of
the company. Such resolution may consist of many documents of the same
type, each of them bearing the signature of one or more members, or their
representatives, and in the case of corporations members of the company,
the signature of a member of its directors or any other authorised officer
of his duly appointed representative by proxy.
CORPORATIONS ACTING BY REPRESENTATIVES AT MEETINGS
81. Any corporation which is a member of the company may by resolution of its
directors or other governing body authorise such person as it thinks fit to
act as its representative at any meeting of the company or of any class of
members of the company, and the person so authorised shall be entitled to
exercise the same powers on behalf of the corporation which he represents
as that corporation could exercise if it were an individual member of the
company.
DIRECTORS
82. Unless the company in general meeting wanted to decide otherwise the number
of directors shall not be less than two. The first directors of the company
shall be appointted in writing by the subscribers to the Memorandum of
Association or by their majority, and it is not necessary to convene a
meeting of this.
83. The remuneration of the directors shall from time to time be determined by
the company in general meeting. Such remuneration shall be deemed to
accrue from day to day. The directors may also be paid all travelling,
hotel and other expenses properly incurred by them in attending and
returning from meetings of the directors or any committee or the directors
or general meetings of the company or in connection with the business of
the company.
84. The shareholding qualification for directors may be fixed by the
company in general meeting, and unless and until so fixed no qualification
shall be required.
85. A director of the company may be or become a director or other officer of,
or otherwise interested in, any company promoted by the company or in which
the company may be interested as shareholder or otherwise, and no such
director shall be accountable to the company for any remuneration or other
benefits received by him as a director or officer of, or from his
interest in, such other company unless the company otherwise direct.
BORROWING POWERS
86. The company may exercise its powers by ordinary resolution to borrow money,
and to charge or mortgage its undertaking,
-27-
property and uncalled capital, or any part thereof, and to issue
debentures, debenture stock, and other securities whether outright or as
security for any debt, liability or obligation of the company or of any
third party, or irrespective of such security.
POWER AND DUTIES OF DIRECTORS
87. The business of the company shall be managed by the directors, who may pay
all expenses incurred in promoting and registering the company, and may
exercise all such powers of the company as are not, by the Law or by these
regulations, required to be exercised by the company in general meeting,
subject, nevertheless, to any of these regulations, to the provisions of
the Law and to such regulations, being not inconsistent with the aforesaid
regulations or provisions, as may be prescribed by the company in general
meeting; but no regulation made by the company in general meeting shall
invalidate, any prior act of the directors which would have been valid if
that regulation had not been made.
88. The directors may from time to time and at any time by power of attorney
appoint any company, firm or person or body 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 regulations) and for such period and subject to such conditions
as they may think fit, and any such powers 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 authorise any
such attorney to delegate all or any of the powers, authorities and
discretions vested in him.
89. The company may exercise the powers conferred by section 36 of the Law with
regard to having an official seal for use abroad, and such powers shall be
vested in the directors.
90. The company may exercise the powers conferred upon the company by section
114 to 117 (both inclusive) of the Law with regard to the keeping of a
dominion register, and the directors may (subject to the provisions of
those sections) make and vary such regulations as they may think fit
respecting the keeping of any such register.
91. (1) Every director who is in any way, whether directly or indirectly,
interested in a contract or proposed contract with the company shall
declare the nature of his interest at a meeting of the directors in
accordance with section 191 of the Law.
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(2) The directors may vote, and in the case of any contract or intended
contract or agreement, and if they have any interest therein, and they
wanted to vote, their vote is counted and their presence is taken into
account in order to determine whether a quorum has been formed at any
meeting of the directors, before which such contract, intended
contract or agreement is brought up for consideration.
(3) The directors may hold any other office or place of profit under the
company (other than the office of auditor) in conjunction with their
office of directors for such period and on such terms (as to
remuneration and otherwise) as the directors may determine and no
director or intending director shall be disqualified by his office
from contractinq with the company either with regard to his tenure of
any such other office or place of profit or as vendor, purchaser or
otherwise, nor shall any such contract, or any contract or arrangement
entered into by or on behalf of the company in which any director is
in any way interested, be liable to be avoided, nor shall any director
so contracting or being so interested be liable to account to the
company for any profit realised by any such contract or arrangement by
reason of such director holding that office or of the fiduciary
relation thereby established.
(4) The directors may act by themselves or their firm in a professional
capacity for the company, and they or their firm shall be entitled to
remuneration for professional services as if they were not directors;
provided that nothing herein contained shall authorise a director or
his firm to act as auditor to the company.
92. All cheques, promissory notes, drafts, bills of exchange and other
negotiable 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.
93. The directors shall cause minutes to be made in books provided for the
purpose -
(a) of all appointments of officers made by the directors;
(b) of the names of the directors present at each meeting of the directors
and of any committee of the directors;
(c) of all resolutions and proceedings at all meetings of the company, and
of the directors, and of committees of directors.
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APPOINTMENT OF ADDITIONAL DIRECTORS
AND REMOVAL OF DIRECTORS
94. The directors acting unanimously have always the power to appoint any
person as director either to fill a casual vacancy or as an addition to the
existing directors. Any director so appointed shall hold office only until
the next following Annual General Meeting, and shall then be eligible for
re-election.
95. The company may by ordinary resolution made known by special notice
according to Article 136 of the Law to remove any director before the
expiration of his period of office, notwithstanding anything in these
regulations or in any agreement between the company and such director. Such
removal shall be without prejudice to any claim such director may have for
damages for breach of any contract of service between him and the company.
96. The company may at any time (without prejudice to the powers of the
directors under Article 94 of these regulations) by ordinary resolution
appoint any director and determine the period for which such person shall
hold such office.
DISQUALIFICATION OF DIRECTORS
97. The office of director shall be vacated if the director -
(a) ceases to be a director by virtue of section 176 of the Law; or
(b) becomes bankrupt or makes any arrangement or composition with his
creditors generally; or
(c) becomes prohibited from being a director by reason of any order made
under section 180 of the Law; or
(d) becomes of unsound mind; or
(e) resigns his office by notice in writing to the company; or
(f) removed as provided by article 95 of these regulations.
PROCEEDINGS OF DIRECTORS
98. The directors may meet together for the despatch of business, adjourn, and
otherwise regulate their meetings, as they think fit and questions arising
at any meeting shall be decided by a majority of votes. Any director may,
and the secretary on the requisition of a director shall, at any time
summon a meeting of the directors. All directors, from time to time absent
from Cyprus who notified the company of their registered address outside
Cyprus, are entitled to at least 96 hours of the forthcoming summoning
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of directors' meeting. All the directors' meetings as well as their
committees are summoned in Cyprus, where the management and control of the
company lies.
99. The quorum necessary for the transaction of the business of the directors
may be fixed by the directors, and unless so fixed shall be two.
100. The continuing directors may act notwithstanding any vacancy in their body,
but, if and so long as their number is reduced below the number fixed by
or pursuant to the regulations of the company as the necessary quorum of
directors, the continuing directors or director may act for the purpose of
increasing the number of directors to that number, or of summoning a
general meeting of the company, but for no other purpose.
101. The directors may elect a chairman of their meetinqs and determine the
period for which he is to hold office; but if no such chairman is elected,
or if at any meeting the chairman is not 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.
102. 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 may be imposed on it by the directors, with regard to its
powers, its summoning, the proceedings before it, quorum or otherwise.
103. Each committee may elect a chairman of its meetings; if no such chairman
is elected, or if at any meetinq the chairman is not present within five
minutes after the time appointed for holding the same, the members present
may choose one of their number to be chairman of the meeting.
104. Subject to any regulations imposed on it by the directors each committee
may meet and adjourn as it thinks proper and questions arising at any
meeting shall be determined by a majority of votes of the members present.
105. All acts done by any meeting of the directors or of a committee of
directors or by any person acting as a director shall, notwithstanding
that it be afterwards discovered that there was some defect in the
appointment of any such director or person acting as aforesaid, or that
they or any of them were disqualified, be as valid as if every such person
had been duly appointed and was qualified to be director.
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106. A resolution in writing, signed or approved by letter or telegram by each
director or his alternate, shall be valid and subject to the same legal
consequences as if it had been passed by a duly summoned meeting of the
directors, and inasmuch as it refers, to a signed resolution, it can
consist of documents more than one, each bearing the signature of one or
more of the said persons.
ALTERNATE DIRECTORS
107. (a) Each director has the power to nominate from time to time another
director or anybody else, who is not director, to act as his alternate
and the authority to remove the nominated alternate.
(b) The alternate director is subject in all respects (except the power to
appoint alternate and the remuneration) to the terms governing the
rest of the directors and shall be entitled to receive notices of all
meetings of the directors and to attend, speak and vote thereat as a
director when the person appointing him is not personally present.
(c) A person may be alternate for more than one director, and while he is
acting as such, he is entitled to separate vote for each director he
represents, and in the case where he is himself a director, he is
entitled, in addition to his vote, so many votes as the number of
directors he is representing.
(d) The appointment or removal of an alternate director can be made by
telegram, telex or any other manner approved by the directors. The
telegram or telex must be confirmed as soon as possible by letter, but
in the meantime the company can act on the basis of such telegram or
telex.
(e) Immediately when a director lost his capacity as director, for reasons
other than vacancy at a meeting of the company at which he is
re-elected, his aforesaid alternate loses all his powers and authority
to act as alternate of the said director.
(f) The directors do not have any responsibility for the actions and
omission of their appointed representatives.
(g) The alternate director is not taken into account in the minimum or
maximum number of directors allowed from time to time, but is taken
into account for the purpose of determining whether there is quorum in
a meeting of directors in which he is present and is entitled to vote.
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MANAGING DIRECTOR
108. The directors may from time to time appoint one or more of their body to
the office of managing dirctor for such period and on such terms as they
think fit, and, subject to the terms of any agreement entered into in any
particular case, may revoke such appointment. A director so appointed shall
not, whilst holding that office, be subject to retirement by rotation or be
taken into account in determining the rotation of retirement of directors,
but his appointment shall be automatically determined if he ceases from any
cause to be a director.
109. A managing director shall receive such remuneration (whether by way of
salary, commission or participation in profits, or partly in one way and
partly in another) as the directors may determine.
110. The directors may entrust to and confer upon a managing director any of the
powers exercised by them upon such terms and conditions and with such
restrictions as they may think fit, and either collaterally with or to the
exclusion of their own powers and may from time to time revoke, withdraw,
alter or vary all or any of such powers.
SECRETARY
111. The secretary shall be appointed by the directors for such term, at such
remuneration and upon such conditions as they may think fit; and any
secretary so appointed may be removed by them.
112. No person shall be appointed or hold office as secretary who is -
(a) the sole director of the company; or
(b) a corporation the sole director of which is the sole director of the
company; or
(c) the sole director of a corporation which is the sole director of the
company.
113. A provision of the Law or these regulations requiring or authorising a
thing to be done by or to a director and the secretary shall not be
satisfied by its being done by or to the same person acting both as
director and as, or in place of, the secretary.
THE SEAL
114. 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 authorised by the directors in that behalf, and every instrument
to which the seal shall be affixed shall be signed by a director and shall
be countersigned by the secretary or by a second director or by some other
person appointed by the directors for the purpose.
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DIVIDENDS AND RESERVE
115. The company in general meeting may declare dividends, but no dividend shall
exceed the amount recommended by the directors.
116. The directors may from time to time pay to the members such interim
dividends as appear to the directors to be justified by the profits of the
company.
117. No dividend shall be paid otherwise than out of profits.
118. The directors may, before recommending any dividend, set aside out of the
profits of the company such sums as they think proper as a reserve or
reserves which shall, at the discretion of the directors, be applicable for
any purpose to which the profits of the company may be properly applied,
and pending such application may, at the like discretion, either be
employed in the business of the company or be invested in such investments
(other than shares of the company) as the directors may from time to time
think fit. The directors may also without placing the same to reserve carry
forward any profits which they may think prudent not to divide.
119. Subject to the rights of persons, if any, entitled to shares with special
rights as to dividend, all dividends shall be declared and paid according
to the amounts paid or credited as paid on the shares in respect whereof
the dividend is paid, but no amount paid or credited as paid on a share in
advance of calls shall be treated for the purpose of this regulations as
paid on the share. All dividends shall be apportioned and paid
proportionately to the amounts paid or credited as paid on the shares
during any portion or portions of the period in respect of which the
dividend is paid; but if any share is issued on terms providing that it
shall rank for dividend as from a particular date such share shall rank for
dividend accordingly.
12O. The directors may deduct from any dividend payable to any all sums of money
(if any) presently payable by him to the company on account of calls or
otherwise in relation to the shares of the company.
121. Any general meeting declaring a dividend or bonus may direct payment of
such dividend or bonus wholly or partly by the distribution of specific
assets and in particular of paid up shares, debentures or debenture stock
of any other company or in any one or more of such ways, and the directors
shall give effect to such resolution, and where any difficulty arises in
regard to such distribution, the directors may settle the same as they
think expedient, and in particular may issue factional certificates and fix
the value for distribution of such specific assets or any part thereof and
may determine that cash payments shall be made to any members upon the
footing of the value so fixed in order to adjust the rights of all parties,
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and may vest any such specific assets in trustees as may seem expedient to
the directors.
122. Any dividend, interest or other moneys payable in cash in respect of shares
may be paid by cheque or warrant sent through the post directed to the
registered address of the holder or, in the case of joint holders, to the
registered address of that one of the joint holders who is first named on
the register of members or to such person and to such address as the holder
or joint holders may in writing direct. Every such cheque or warrant shall
be made payable to the order of the person to whom it is sent. Any one of
two or more joint holders may give effectual receipts for any dividends,
bonuses or other moneys payable in respect of the shares held by them as
joint holders.
123. No dividend shall bear interest against the company.
ACCOUNTS
124. The directors shall cause proper books of account to be kept with respect
to:-
(a) all sums of money received and expended by the company and the matters
in respect of which the receipt and expenditure takes place;
(b) all sales and purchases of goods by the company; and
(c) the assets and liabilities of the company.
125. Proper books shall not be deemed to be kept if there are not kept such
books of account as are necessary to give a true and fair view of the state
of the company's affairs and to explain its transactions.
126. The books of account shall be kept at the registered office of the company,
or subject to section 141 (3) of the Law, at such other place or places as
the directors think fit, and shall always be open to the inspection of the
directors.
127. The directors shall from time to time determine whether and to what extent
and at what time and places and under what conditions or regulations the
accounts and books of the company or any of them shall be open to the
inspection of members not being directors, and no member (not being a
director) shall have any right of inspecting any account or book or
document of the company except as conferred by statute or authorised by the
directors or by the company in general meeting.
128. The directors shall from time to time, in accordance with sections 142, 144
and 151 of the Law, cause to be prepared and to be laid before the company
in general meeting such profit and loss accounts, balance sheets, group
accounts (if any) and reports as are referred to in those sections.
129. A copy of every balance sheet (including every document required by law to
be annexed thereto) which is to be laid before the company in general
meeting, together with a copy of the auditors' report, shall not less than
twenty-one days before the date of the meeting be sent to every member of,
and every holder of debentures of, the company and to every person
registered under regulation 37.
Provided that this regulation shall not require a copy of those documents
to be sent to any person of whose address the company is not aware or to
more than one of the joint holders of any shares or debentures.
CAPITALISATION OF PROFITS
130. The company in general meeting may upon the recommendation of the directors
resolve that it is desirable to capitalise any part of the amount for the
time being standing to the credit of any of the company's reserve accounts
or to the credit of the profit and loss account or otherwise available for
distribution, and accordingly that such sum be set free for distribution
amongst the members who would have been entitled thereto if distributed by
way of dividend and in the same proportions on condition that the same be
not paid in cash but be applied either in or towards paying up any amounts
for the time being unpaid on any shares held by such members respectively
or paying up in full unissued shares or debentures of the company to be
allotted and distributed credited as fully paid up to and amongst such
members in the proportion aforesaid, or partly in the one way and partly in
the other, and the directors shall give effect to such resolution:
Provided that a share premium account and a capital redemption reserve fund
may, for the purposes of this regulation, only be applied in the paying up
of unissued shares to be issued to members of the company as fully paid
bonus shares.
131. Whenever such a resolution as aforesaid shall have been passed the
directors shall make all appropriations and applications of the undivided
profits resolved to be capitalised thereby, and all allotments and issues
of fully paid shares of debentures, if any, and generally shall do all acts
and things required to give effect thereto, with full power to the
directors to make such provision by the issue of fractional certificates or
by payment in cash or otherwise as they think fit for the case of shares or
debentures becoming distributable in fractions, and also to authorise any
person to enter on behalf of all the members entitled thereto into an
agreement with the company providing for the allotment to them
respectively, credited as fully paid up, of any further shares or
debentures to which they may be entitled upon such capitalisation, or (as
the case may require) for the payment up by the company on their behalf, by
the application thereto of their respective proportions of the profits
resolved to be capitalised, of the amounts or any part of the amounts
remaining unpaid on their existing shares, and any agreement made under
such
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authority shall be effective and binding on all such members.
AUDIT
132. Auditors shall be appointed and their duties regulated in accordance with
sections 153 to 156 (both inclusive) of the Law.
NOTICES
133. A notice may be given by the company to any member either personally or by
sending it by post to him or to his registered address, or (if he has no
registered address within Cyprus) to the address, if any, within Cyprus
supplied by him to the company for the giving of notice to him. Where a
notice is sent by post, service of the notice shall be deemed to be
effected by properly addressing, prepaying, and posting a letter containing
the notice, and to have been effected in the case of a notice of a meeting
at the expiration of 24 hours after the letter containing the same is
posted, and in any other case at the time at which the letter would be
delivered in the ordinary course of post.
134. A notice may be given by the company to the joint holders of a share by
giving the notice to the joint holder first named in the register of
members in respect of the share.
135. A notice may be given by the company to the persons entitled to a share in
consequence of the death or bankruptcy of a member by sending it through
the post in a prepaid letter addressed to them by name, or by the title of
representatives of the deceased, or trustee of the bankrupt, or by any like
description, at the address, if any, within Cyprus supplied for the
purpose by the persons claiming to be so entitled, or (until such an
address has been so supplied) by giving the notice in any manner in which
the same might have been given if the death or bankruptcy had not
occurred.
136. Notice of every general meeting shall be given in any manner hereinbefore
authorised to -
(a) every member except those members who (having no registered address
within Cyprus) have not supplied to the company an address within
Cyprus for the giving of notices to them;
(b) every person upon whom the ownership of a share devolves by reason of
his being a legal personal representative or a trustee in bankruptcy
of a member where the member but for his death or bankruptcy would be
entitled to receive notice of the meeting; and
(c) the auditor for the time being of the company.
No other person shall be entitled to receive notice of general meetings.
WINDING UP
137. If the company shall be wound up the liquidator may, with the sanction of
an extraordinary resolution of the company and any other sanction required
by the Law, divide amongst the members in specie or kind the whole or any
part of the assets of the company (whether they shall consist of property
of the same kind or not) and may, for such purpose set such value as he
deems fair upon any property to be divided as aforesaid and may determine
how such division shall be carried out as between the members or different
classes of members. The liquidator may, with the like sanction, vest the
whole or any part of such assets in trustees upon such trusts for the
benefit of the contributories as the liquidator, with the like sanction,
shall think fit, but so that no member shall be compelled to accept any
shares or other securities whereon there is any liability.
INDEMNITY
138. The directors from time to time or other officers of the company shall be
entitled to be indemnified out of the assets of the company against any
losses which they may sustain or liability incurred in the execution or as
a result of the execution of their duties including the liability in
defending any proceedings, whether civil or criminal, in which judgment is
given in their favour or in which he is acquitted or in connection with any
application under section 383 of the Law in which relief is granted to him
by the Court; the directors or other officers of the company are not
implicated in losses, damages or accidents occuring to the company in the
execution or as a result of the execution of their duties. This paragraph
however will be valid only to the extend that it is not contrary to the
provisions of section 197 of the Law.
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NAMES, ADDRESSES, AND DESCRIPTIONS OF SUBSCRIBERS
1. PETROS KYRIAKIDES
2. DOROTHEA CATSELLI
Dated today the ________________ day of ____________ 19
Witness to the above signatures:-
Name: _______________________________
Occupation: _________________________
Address: ____________________________
____________________________
THE COMPANIES LAW, CAP. 113
AVIATION CONSULTING & MARKETING (MIDDLE EAST) LIMITED
At the Extraordinary General Meeting of the members of the said company, duly
convened and held at the registered office of the company on the 14th May, 1983,
the following resolution was unanimously approved and passed as special
Resolution:
SPECIAL RESOLUTION
"That the name of the company be changed to AVIATION PERSONNEL
RECRUITMENT AND MANAGEMENT (APRAM) LIMITED instead of the present name AVIATION
CONSULTING AND MARKETING (MIDDLE EAST) LIMITED";
CHAIRMAN
TRUE COPY
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Secretary