EXHIBIT 3.2
AMERICAN EAGLE TANKERS INC. LIMITED
("the Company")
CERTIFICATE
-----------
I, ERNEST A MORRISON, Secretary of the Company, a company duly organised and
existing under the laws of the Islands of Bermuda, DO HEREBY CERTIFY that the
attached hereto, marked as Exhibit "A", is a true, correct and complete copy of
the Bye-laws of the Company.
IN WITNESS WHEREOF I have hereunto set my hand and affixed the Common Seal of
the Company this 8th day of June 2001.
[SEAL]
/s/ Ernest A. Morrison
- ----------------------
Ernest A. Morrison
Secretary
Exhibit "A"
Bye-Laws
of
AMERICAN EAGLE TANKERS INC. LIMITED
I HEREBY CERTIFY that the within-written Bye-laws are a true copy of the Bye-
laws of AMERICAN EAGLE TANKERS INC. LIMITED as adopted at a Special General
Meeting of the Members of the above Company on the 11th day of March, 1994 and
amended by written resolution on the 4th day of June 2001.
Secretary
Prepared by
Cox Hallett Wilkinson
Barristers and Attorneys
Milner House, 18 Parliament Street,
Hamilton, Bermuda.
Index
Bye-law Subject Page
1 Interpretation 1
2 Registered Office 2
3 Share Rights 2
5 Modification of Rights 2
7 Shares 3
10 Certificates 3
13 Lien 4
17 Calls on Shares 5
23 Forfeiture of Shares 5
29 Register of Members 6
30 Transfer of Shares 6
34 Transmission of Shares 7
38 Increase of Capital 8
41 Alteration of Capital 8
43 Reduction of Capital 9
45 General Meetings 9
46 Notice of General Meetings 10
48 Proceedings at General Meetings 10
67 Proxies and Corporate Representatives 12
72 Register of Directors and Officers 13
73 Directors 13
79 Alternate Directors 14
82 Directors Fees and Remuneration 14
83 Directors Interests 14
84 Powers and Duties of the Directors 15
87 Delegation of the Powers and
Duties of the Directors 16
90 Proceedings of the Directors 16
97 Officers 17
99 Minutes 18
100 Secretary 18
101 The Seal 18
104 Dividends and other Payments 19
111 Reserves 20
112 Capitalisation of Profits 20
114 Record Dates 21
115 Accounting Records 21
118 Audit 21
119 Service of Notices and other Documents 21
122 Winding Up 22
123 Indemnity 22
125 Alteration of Bye-laws 23
Bye-Laws
of
AMERICAN EAGLE TANKERS INC. LIMITED
Interpretation
1. In these Bye-laws unless the context otherwise requires:
"the Act" means collectively The Companies Act, 1981 and every other
statute governing companies and any statutory modification thereof from
time to time in force in Bermuda insofar as the same apply to the Company;
"Bermuda" means the Islands of Bermuda;
"Company" means the company incorporated in Bermuda under the name of
AMERICAN EAGLE TANKERS INC. LIMITED on the 13th day of January, 1994;
"Designated Stock Exchange" means a stock exchange which is an appointed
exchange for the purposes of the Act or is otherwise approved by the
Directors in respect of which the shares of the Company are listed or
quoted and where such stock exchange deems such listing or quotation to be
the primary listing or quotation of the shares of the Company;
"the Directors" means the duly appointed Board of Directors of the Company
for the time being;
"Member" means a person registered in the register as a holder of shares in
the Company;
"Register" means the Register of Members of the Company;
"Register of Directors" means the Register of Directors and Officers of the
Company maintained by the Company in accordance with Section 92A of the
Act.
"Seal" means the Common Seal of the Company and includes any duplicate
thereof;
"Secretary" means the person appointed to perform the duties of the
Secretary of the Company and includes an acting or assistant Secretary;
"In writing" and "written" include typewriting, printing, lithography,
photography, and other modes of representing or reproducing works in
visible form;
"May" shall be construed as permissive;
"Shall" shall be construed as imperative;
Words importing the singular number only include the plural number and vice
versa;
Words importing the masculine gender only include the feminine and neuter
genders respectively;
Words importing persons include companies or associations or bodies of
persons, whether corporate or unincorporated;
Any words or expressions defined in the Act in force at the date when these
bye-laws are adopted shall bear the same meaning in these bye-laws.
Registered Office
Registered
office
2. The Registered Office shall be at such place in Bermuda
as the Directors shall from time to time appoint.
Share Rights
Share Capital
3. Subject to any rights conferred by these Bye-laws on
the holders of any share or class of shares, and 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 or have attached thereto
such preferred, deferred, qualified or other special rights
or such restrictions, whether in regard to dividend, voting,
return of capital or otherwise, as the Directors of the
Company may from time to time determine.
Special Rights
4. Subject to the Act, any preference shares may, with the
sanction of a resolution of the Directors, be issued on
terms:
(a) that they are to be redeemed on a given date
or otherwise in accordance with the terms of
issue of the shares determined by the
Company; and/or
(b) that they are liable to be redeemed at the
option of the Company; and/or,
(c) if authorised by the Memorandum of
Association of the Company, that they are
liable to be redeemed at the option of the
holder.
The redemption of preference shares hereunder shall
be effected on such terms and in such manner as the
Directors shall, before the issue of such shares, determine
by way of amendment of these Bye-laws and shall otherwise
be in accordance with the terms of the Act.
Modification of Rights
Variation of 5. Subject to the Act, all or any of the special rights
Rights for the time being attached to any class of shares (unless
otherwise provided by the terms of issue of the shares of
that class) may from time to time (whether or not the
Company is being wound up) be varied with the consent in
writing of the holders of not less than fifty-one per cent
of the issued shares of that class or with the sanction of a
resolution passed at a separate general meeting of the
holders of the shares of the class. To every such separate
general meeting, all the provisions of these Bye-laws
relating to general meetings shall apply but so that the
necessary quorum shall be members representing not less than
one-third of the issued shares of the class present in
person or by proxy and that any holder of shares of the
class present in person or by proxy may demand a poll.
Effect of 6. The special rights conferred upon the holders of any
issuing shares class of shares shall not, unless otherwise expressly
ranking pari provided in the rights attaching to or the terms of issue of
passu with that class, be deemed to be altered by the creation or issue
existing shares of further shares ranking pari passu therewith.
Shares
Allotment of 7. Subject to the Act and these Bye-laws and any
shares by direction that may be given by the Company in general
Directors meeting and, where applicable, the rules of any designated
Stock Exchange and without prejudice to any special rights
or restrictions for the time being attached to any shares or
any class of shares, the unissued shares of the Company may
with the sanction of a resolution of the Directors, have
attached thereto such preferred, deferred, qualified or
other special rights or such restrictions whether in regard
to dividend, voting, return of capital or otherwise and such
shares shall be at the disposal of the Directors who may
offer, allot, grant options over or otherwise dispose of
them to such persons at such times and for such
consideration and upon such terms and conditions as the
Directors may determine.
Power to pay 8. The Directors may in connection with the issue of
commission and any shares exercise all powers of paying commission and
brokerage brokerage conferred or permitted by law and may satisfy any
obligation in respect of such payments in cash or by the
allotment of fully or partly paid shares or partly in one
way and partly in the other.
Trusts not 9. Except as required by law no person shall be
recognized recognised by the Company as holding any share upon trust
and the Company shall not be bound by or required 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 otherwise provided in these Bye-laws) any
other right in respect of any share except an absolute right
to the entirety thereof in the registered holder.
Certificates
Certificates 10. (1) Subject to the Act, every person to whom shares
or debentures are issued by the Company shall be entitled
without payment to receive a certificate specifying the
shares or debentures held. Certificates for shares shall be
of such form and style, printed or otherwise, as the
directors may designate, and each certificate shall state
the certificate number, the date of issue, the name of the
record holder, the amount paid on the shares and such other
information as may be required by the Act.
Delivery of In respect of a share or shares held jointly by several
certificates persons the Company shall not be bound to issue more than
one certificate and the delivery of a certificate to one of
several joint holders shall be sufficient delivery to all.
(2) If the shares of the Company shall be traded or
listed on an Designated Stock Exchange the Company may
permit the issue and transfer of securities of the Company
pursuant to Section 272A of the Act and the Regulations made
thereunder without the issue of certificates in respect
thereof.
New 11. (a) If a share certificate is worn out, defaced,
Certificates lost or destroyed it may be replaced without fee but on such
terms (if any) as to evidence and indemnity and to payment
of the costs and out of pocket expenses of the Company in
investigating such evidence and preparing such indemnity as
the Directors may think fit and, if the old certificate is
worn out or defaced, on delivery of that certificate to the
Company for cancellation.
Surrender and (b) If the Bye-laws are amended in any way
exchange of affecting the statement contained in the certificates for
certificates issued shares, or it becomes desirable for any reason to
cancel any outstanding certificate for shares and issue a
new certificate therefore conforming to the rights of the
holder, the directors may order any holders of certificates
for issued shares to surrender and exchange them for new
certificates within a reasonable time to be fixed by the
directors.
Certificates 12. All certificates for shares, debentures or other
to be issued securities of the Company (other than any securities issued
under seal pursuant to Bye-law 10(2) hereof and Section 272A of the
Act) shall be issued under the Common Seal of the Company or
a facsimile thereof and shall be signed manually or by
facsimile by the President or any other director and the
Secretary or by two directors. Even though an officer who
signed, or whose facsimile signature has been written,
printed or stamped on, a certificate for shares shall have
ceased by death, resignation or otherwise to be an officer
of the Company before such certificate is delivered by the
Company, such certificate shall be as valid as though signed
by a duly elected, qualified and authorised officer.
Lien
Company's lien 13. The Company shall have a first and paramount lien
on every share (not being a fully paid 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
(other than fully paid shares) standing registered in the
name of a Member, for all the debts and liabilities of that
Member or his estate to the Company, whether the same shall
have been incurred before or after notice to the Company of
any interest of any person other than that Member and
notwithstanding that the same are joint debts or liabilities
of that Member or his estate and any other person, whether a
member or not. The Company's lien on a share shall extend to
all dividends payable thereon. The Directors may at any time
waive any lien that has arisen or declare any share to be
wholly or in part exempt from the provisions of this
Bye-law.
Power of Sale 14. The Company may sell, in such manner as the
Directors may think fit, any share on which the Company has
a lien but no sale shall be made unless some sum in respect
of which the lien exists is presently payable nor until the
expiration of fourteen days after a notice in writing,
stating and demanding payment of the sum presently payable
and giving notice of the intention to sell in default of
such payment has been served on the Member or the person
entitled thereto by reason of his death or bankruptcy.
Transfer on 15. To give effect to any such sale the Directors may
sale under lien 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 to the application of the purchase
money, nor shall his title to the share be affected by any
irregularity or invalidity in the proceedings relating to
the sale.
Application of 16. The net proceeds of sale by the Company of any
proceeds of shares on which it has a lien shall be applied in or towards
sale payment or discharge of the debt or liability in respect of
which the lien exists so far as the same is presently
payable, and any residue shall (subject to a like lien for
debts or liabilities not presently payable as existed upon
the share prior to the sale) be paid to the person entitled
to the shares at the date of sale.
Calls on Shares
Calls 17. The Directors may from time to time make calls upon
the Members in respect of any moneys unpaid on their shares
and not by the terms of issue thereof made payable at fixed
times, and each Member shall (subject to the Company serving
upon him 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 in the amount called on
his shares. A call may be revoked or postponed as the
Directors may determine.
When call 18. A call shall be deemed to have been made at the
deemed to be time when the resolution of the Directors authorising the
made call was passed and may be required to be paid by
instalments.
Liability of 19. The joint holders of a share shall be jointly and
joint holders severally liable to pay all calls in respect thereof.
Interest on 20. If a sum called in respect of a share shall not be
calls 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 as the Directors may
determine, but the Directors shall be at liberty to waive
payment of such interest wholly or in part.
Sums payable 21. Any sum which by the terms of issue of a share
on allotment becomes payable on allotment or at any fixed date shall for
deemed to be all the purposes of these Bye-laws be deemed to be a call
calls 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 Bye-laws as to payment
of interest, forfeiture or otherwise shall apply as if such
sum had become payable by virtue of a call duly made and
notified.
Different 22. The Directors may on the issue of shares
ation between differentiate between the holders as to the amount of calls
share-holders to be paid and the times of payment.
Forfeiture of Shares
If call or 23. If a Member fails to pay any call or instalment of
instalment not a call on the day appointed for payment thereof, the
paid notice Directors may at any time thereafter during such time as any
may be given part of such call or instalment remains unpaid serve a
notice on him in the Form "C" in the Schedule hereto
requiring payment by a date not less than 14 days from the
date of the notice of so much of the call or instalment as
is unpaid together with any interest which may have accrued.
The Directors may accept the surrender of any share liable
to be forfeited hereunder and, in such case, references in
these Bye-laws to forfeiture shall include surrender.
Failure to 24. If the requirements of such forfeiture notice are
comply with not complied with, any share in respect of which such notice
notice has been given may at any time thereafter, before payment of
all calls or instalments and interest due in respect thereof
has been made, be forfeited by a resolution of the Directors
to that effect. Such forfeiture shall include all dividends
declared in respect of the forfeited shares and not actually
paid before the forfeiture.
Notice of 25. When any share shall have been so forfeited, notice
forfeiture of the forfeiture shall be served upon the person who was
immediately before forfeiture the holder of the share and an
entry of the forfeiture, with the date thereof, shall
forthwith be made in the Register; but no forfeiture shall
be in any manner invalidated by any omission or neglect to
give such notice as aforesaid.
Forfeited 26. A forfeited share shall be deemed to be the
share to property of the Company and the Directors may sell re-allot
become or otherwise dispose of the same upon such terms and in such
property of manner as they shall think fit.
the company
Arrears to be 27. Any person whose shares have been forfeited shall
paid nothwith- thereupon cease to be a Member in respect of the forfeited
standing shares but shall, notwithstanding the forfeiture, remain
forfeiture liable to pay to the Company all moneys which at the date of
forfeiture were presently payable by him to the Company in
respect of the shares with interest thereon at such rate as
the Directors may determine from the date of forfeiture
until payment, and the Company may enforce payment without
being under any obligation to make any allowance for the
value of the shares forfeited.
Affidavit as 28. An affidavit in writing that the deponent is a
to Director or the Secretary of the Company and that a share in
forfeiture. the Company has been duly forfeited on the date stated in
Title of the affidavit shall be conclusive evidence of the facts
purchaser 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,
re-allotment or disposition thereof and the Directors may
authorise some person to transfer the share to the person to
whom the same is sold, re-allotted 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
relating to the forfeiture, sale, re-allotment or disposal
of the share.
Register of Members
Register of 29. The Secretary shall establish and maintain the
Members Register of Members at the Registered Office in the manner
prescribed by the Act. Unless the Directors otherwise
determine and subject to any period of closure permitted
under the Act, the Register shall be open for inspection in
the manner prescribed by the Act between 10.00 a.m. and
12.00 noon on every business day. Unless the Directors so
determine, no Member or intending Member shall be entitled
to have entered in the Register any indication of any trust
or any equitable, contingent, future or partial interest in
any share or any interest in any fractional part of a share
and if any such entry exists or is permitted by the
Directors it shall not be deemed to abrogate any of the
provisions of Bye-law 9.
Transfer of Shares
Form of 30. Subject to compliance with:
transfer
(a) the Act;
(b) the restrictions contained in these Bye-Laws as
may be applicable; and
(d) The provisions of applicable US securities
laws including without limitation, the United
States Securities Act of 1933 (as amended)
and the Rules promulgated by the Securities
and Exchange Commission thereunder;
any member may transfer all or any of his shares
pursuant to Section 272A of the Act and the Regulations made
thereunder or by any instrument of transfer in writing in
the Form "A" in the Schedule hereto or in such other form as
the Directors may approve. The instrument of transfer may be
on the back of the share certificate.
Execution of 31. The instrument of transfer of a share shall be
transfer signed by or on behalf of the transferor and in the case
only of a nil or partly paid share in like manner by the
Directors transferee if by an individual in the presence of two
discretion to witnesses and if by a Company in manner prescribed by its
decline to charter. The transferor shall be deemed to remain the holder
register a of the share until the name of the transferee is entered in
transfer the Register in respect thereof. All instruments of transfer
when registered may be retained by the Company. The
Directors may decline to register any transfer of shares
upon which the Company has a lien and in their absolute
discretion without assigning any reason therefor, may
decline to register any transfer of any share which is not a
fully-paid share. The directors may also decline to register
any transfer unless:
(a) the instrument of transfer has been duly stamped
and lodged with the Company, at its Registered Office or
such other place as the Directors shall determine and of
which notice shall be given, accompanied by the certificate
for 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;
(b) the instrument of transfer is in respect of only
one class of share;
(c) where applicable, the permission of the Bermuda
Monetary Authority or any other relevant governmental or
regulatory authority with respect thereto has been obtained.
Notice of 32. If the Directors decline to register a transfer
refusal to they shall, within two months after the date on which the
register a instrument of transfer was lodged, send to the transferee
transfer notice of such refusal.
No fee to be 33. No fee shall be charged by the Company for
charged for registering any transfer, probate, letters of
registration administration, certificate of death or marriage, power of
attorney, distringas or stop notice, order of court or other
instrument relating to or affecting the title to any share,
or otherwise making an entry in the Register relating to any
share.
Transmission of Shares
Recognition of 34. In the case of the death of a Member, the survivor
title to or survivors, where the deceased was a joint holder, and the
shares on death legal personal representatives of the deceased where he was
sole holder, shall be the only person recognised by the
Company as having any title to his shares; but nothing
herein contained shall release the estate of a deceased
holder (whether the sole or joint) from any liability in
respect of any share held by him solely or jointly with
other persons.
Right of 35. Any person becoming entitled to a share in
registration consequence of the death or bankruptcy of a Member or
otherwise by operation of applicable law may, upon such
evidence being produced as may from time to time be required
by the Directors as to his entitlement, be registered as the
holder of the share or subject to the completion of the form
of transfer set out in Form "B" hereto have some person
nominated by him 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 the transfer of the share by that Member before
his death or bankruptcy, as the case may be.
Rights on death 36. A person becoming entitled to a share in
consequence of the death of a Member or otherwise by
operation of applicable law shall, upon such evidence being
produced as may from time to time be required by the Board
as to his entitlement, be entitled to receive and may give a
discharge for any dividends or other moneys payable in
respect of the share, but he shall not be entitled in
respect of the share to receive notices of or to attend or
vote at general meetings of the Company or, save as
aforesaid, to exercise in respect of the share any of the
rights or privileges of a Member until he shall have become
registered as the holder thereof. The Directors may at any
time give notice requiring such person to elect either to be
registered himself or to transfer the share and if the
notice is not complied with within sixty days the Directors
may thereafter withhold payment of all dividends and other
moneys payable in respect of the shares until the
requirements of the notice have been complied with.
Exercise of 37. Subject to any directions of the Directors from
power of the time to time in force, the Secretary may exercise the powers
Directors by and discretions of the Board under Bye-laws 34, 35 and 36.
the Secretary
Increase of Capital
Increase of 38. The Company may from time to time by resolution
Share Capital passed at a general meeting and whether or not all of the
existing authorised capital shall have been issued increase
its capital by such sum to be divided into shares of such
par value as the resolution shall prescribe.
Offer of new 39. The Company may, by the resolution increasing the
shares created capital, direct that the new shares or any of them shall be
by increase of offered in the first instance either at par or at a premium
capital or (subject to the provisions of the Act) at a discount to
all the holders for the time being of shares of any class or
classes in proportion to the number of such shares held by
them respectively or make any other provision as to the
issue of the new shares.
New shares 40. The new shares shall be subject to all the
subject to provisions of these Bye-laws with reference to lien, the
Bye-laws payment of calls, forfeiture, transfer, transmission and
otherwise.
Alteration of Capital
Division of 41. The Company may from time to time authorise in
share capital, general meeting:-
attachment of
special rights (a) the division by the Directors of its shares into
several classes and the attachment thereto respectively of
any preferential, deferred, qualified or special rights,
privileges or conditions;
(b) consolidate and divide all or any of its share
capital into shares of larger par value than its existing
shares;
(c) subdivide its shares or any of them into shares of
smaller par value than is fixed by its Memorandum of
Association, so, however, that in the subdivision the
proportion between the amount paid and the amount, if any,
unpaid on each reduced share shall be the same as it was in
the case of the share from which the reduced share is
derived;
(d) change the currency denomination of its share
capital;
(e) make provision for the issue and allotment of
shares which do not carry any voting rights; and
(f) cancel shares which, at the date of the passing of
the resolution in that behalf, have 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.
Within the authority conferred by the Members in general
meeting, the Directors may settle any issues relating to
such division, consolidation or subdivision under this
Bye-law as they think fit and, in particular may arrange for
the sale of any shares representing fractions and the
distribution of the net proceeds of sale in due proportion
among the Members who would have been entitled to the
fractions, and for this purpose the Directors may authorise
some person to transfer the shares representing fractions to
the purchaser thereof, who shall not be bound to see to the
application of the purchase money nor shall his title to the
shares be affected by any irregularity or invalidity in the
proceedings relating to the sale.
Conversion of 42. Subject to the Act and to any confirmation or
preference consent required by law or these Bye-laws the Company may by
shares to resolution in general meeting from time to time convert any
redeemable preference shares into redeemable preference shares.
preference
shares
Reduction of Capital
Reduction of 43. Subject to the Act, its Memorandum of Association
share capital and any confirmation or consent required by law or these
Bye-laws, the Company may from time to time in general
meeting authorise the reduction of its issued share capital
or any capital redemption reserve fund or any share premium
or contributed surplus account in any manner.
Terms of 44. In relation to any such reduction, the Company may
reduction in general meeting determine the terms upon which such
reduction is to be effected including in the case of a
reduction of part only of a class of shares, those shares to
be affected.
General Meetings
Annual General 45. The Company shall hold an Annual General Meeting
Meeting once in every calendar year in accordance with the
requirements of the Act on a day and at a time and place
Special fixed by the Directors. The Directors may, whenever they
General think fit, and shall, when required by the Act, convene
Meetings general meetings other than Annual General Meetings which
shall be called Special General Meetings. Special General
Meetings may be convened by requisitionists in accordance
with the Act in the event of the failure of the Directors so
to do.
Notice of General Meetings
Notice of 46. Any General Meeting shall be called by not less
General Meeting than 14 days' notice in writing. 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, day and time of the meeting, and, in the
case of a Special General Meeting, the general nature of the
business to be considered. Notice of every general meeting
shall be given in any manner permitted by Bye-law 118 to all
Members and Directors other than such as, under the
provisions of these Bye-laws or the terms of issue of the
shares they hold, are not entitled to receive such notice
from the Company.
Validity of 47. Notwithstanding that a meeting of the Company is
meeting called called by shorter notice than that specified in Bye-law 46,
on short notice it shall be deemed to have been duly called if it is so
agreed:
(a) in the case of a meeting called as an Annual
General Meeting, by all the Members entitled to attend and
vote thereat;
(b) in the case of any other meeting, by a majority in
number of the Members having the 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.
Proceedings at General Meetings
Quorum 48. No business shall be transacted at any general
meeting unless a quorum is present when the meeting proceeds
to business. Members representing not less than one-third of
the voting shares of the Company present in person or by
proxy shall be a quorum for all purposes.
Dissolution or 49. If within half an hour from the time appointed for
adjournment the meeting, a quorum is not present, the meeting, if
for lack of convened upon the requisition of Members, shall be
quorum dissolved; in any other case it shall stand adjourned to
such other day and such other time and place as the
Directors shall determine of which notice shall be given in
the same manner as for the original meeting. The same quorum
requirement shall again apply.
Chairman 50. The Chairman (if any) of the Directors or, in his
absence, the President shall preside as Chairman at every
general meeting. If there is no such Chairman or President,
or if at any meeting neither of the Chairman nor the
President is present within fifteen minutes from the time
appointed for holding the meeting the Directors present
shall elect one of their number to act. If no Director is
present the Members present shall elect one of their number
to be Chairman of the meeting.
Chairman's 51. The Chairman may, with the consent of any meeting
power to at which a quorum is present (and shall if so directed by
adjourn the meeting), adjourn the meeting from time to time and from
place to place but no business shall be transacted at any
adjourned meeting except business which might lawfully have
been transacted at the meeting from which the adjournment
took place.
Voting rights 52. Subject to any rights or restrictions attached to
any class of shares at any meeting of the Company on a show
of hands every Member present in person shall have one vote
and on a poll every Member shall be entitled to one vote for
each share held by him.
Majority 53. Save where a greater majority is required by the
Act or these Bye-laws any question proposed for
consideration at a general meeting shall be decided by a
simple majority of votes cast.
Joint holders 54. If a share is held by two or more joint holders,
the member whose name is listed first on the register shall
be entitled to vote that share.
55. The Directors of the Company shall be entitled to
notice of and to attend and be heard at any general meeting
of the Members of the Company.
Mental 56. A Member who is a patient for any purpose under any
incapacity of statute or applicable law relating to mental health or in
member respect of whom an order has been made by any Court having
jurisdiction for the protection or management of the affairs
of persons incapable of managing their own affairs may vote,
whether on a show of hands or on a poll, by his receiver,
committee, curator bonis or other person in the nature of a
receiver, committee, curator bonis appointed by such Court
and such receiver, committee. curator bonis or other person
may vote on a poll by proxy, and may otherwise act and be
treated as such Member for the purpose of general meetings
of the Company.
Shares to be 57. No Member shall, unless the Directors otherwise
fully paid determine, 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.
Objections to 58. No objection shall be raised to the qualification
qualification of any voter or notice taken of any error in counting the
of voter or to votes cast except at the meeting or adjourned meeting at
result of which the vote objected to is given or tendered or the error
voting is committed, 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
and shall only vitiate the result of the voting if the
Chairman decides that such result has been affected thereby.
The decision of the Chairman shall be final and conclusive.
Right to a poll 59. At any general meeting a resolution put to the vote
of the meeting shall be decided on a show of hands unless
before or on the declaration of the result of the show of
hands a poll is demanded by:
(a) The Chairman of the meeting; or
(b) At least three Members present in person or
represented by proxy; or
(c) Any Member or Members present in person or
represented by proxy and holding between them not less than
one tenth of the total voting rights of all the Members
having the right to vote at such meeting.
(d) A Member or Members present in person or
represented by proxy holding shares conferring the right to
vote at such 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 such shares conferring such right.
60. Unless a poll is so demanded in accordance with the
foregoing Bye-law 59 a declaration by the Chairman as to the
result of the voting on a show of hands shall be final and
conclusive, and any entry to that effect in the Minute Book
of the Company shall be conclusive evidence of the fact
without proof of the number of votes recorded for or against
such resolution.
Result of poll 61. If a poll is duly demanded, the result of the poll
shall be deemed to be the resolution of the meeting at which
the poll is demanded.
Poll to be 62. A poll demanded on any question shall be taken
taken forthwith forthwith and the result thereof declared by the Chairman
prior to the termination of the meeting.
Transaction of 63. The demand for a poll shall not prevent the
unrelated continuance of the meeting for the transaction of any
business business which is not related to the question on which the
poll has been demanded.
64. A person entitled to more than one vote on a poll
need not use all his votes or cast all the votes he uses in
the same way.
65. In the case of an equality of votes at a general
meeting. whether on a show of hands or on a poll, the
Chairman of such meeting shall not be entitled to a second
or casting vote.
66. A meeting of the Members or any class thereof may
be held by means of such telephone electronic or other
communication facilities as permit all persons participating
in the meeting to communicate with each other simultaneously
and instantaneously and participation in such a meeting
shall constitute presence in person at such a meeting.
Proxies and Corporate
Representatives
Instrument of 67(1) The instrument appointing a proxy shall be in
proxy writing in whichever of Forms "D" or "E" in the Schedule
hereto is applicable or in such other form as the Directors
may approve. It shall be executed under the hand of the
appointor or of his attorney authorised by him in writing
or, if the appointor is a corporation, either under its Seal
or under the hand of an officer, attorney or other person
authorised to sign the same.
Corporate (2) A member may appoint any person as his proxy and
representative any corporation may appoint a representative as permitted by
the Act. The proxy or representative need not be a Member.
Standing proxy 68. Any Member may appoint a standing proxy or, if a
or appointment corporation, a representative by depositing such appointment
of at the Registered Office of the Company. Any such standing
representative proxy or appointment of representative shall be valid for
all general meetings and adjournments thereof until notice
of revocation is received by the Secretary at the Registered
Office. Where a standing proxy or appointment of
representative exists, its operation shall be deemed to have
been suspended at any general meeting or adjournment thereof
at which the Member is present or in respect to which the
Member has specially appointed a proxy or representative.
The Directors may from time to time require such evidence as
they shall deem necessary as to the due execution and
continuing validity of any such standing proxy or
authorisation and the operation of any such standing proxy
or appointment of representative shall be deemed to be
suspended until such time as the Directors determine that
they have received the requested evidence or other evidence
satisfactory to them.
Delivery of 69. The instrument appointing a proxy together with any
proxy power of attorney under which it is signed or a notarially
certified copy thereof or such other evidence as to its due
execution as the Directors may from time to time require,
shall be delivered at the Registered Office (or at such
place as may be specified in the notice convening the
meeting) not later than 24 hours prior to the holding of the
meeting at which the person named in the instrument proposes
to vote and in default the instrument of proxy shall not be
treated as valid.
Authority 70. The instrument of proxy shall be deemed to confer
conferred by authority to demand or join in demanding a poll and to vote
proxy on any amendment of a resolution put to the meeting for
which it is given as the proxy thinks fit. The instrument of
proxy shall unless the contrary is stated therein be valid
as well for any adjournment of the meeting as for the
meeting to which it relates provided always that no proxy
votes shall be accepted at any such adjournment unless the
instrument of proxy shall have been delivered prior to the
original meeting in the manner and by the time specified in
Bye-law 69 hereof.
Right of 71. Subject to the Act, the Chairman may at his
Chairman to discretion determine the right of any person not being a
determine Member or his proxy or a Director to attend any General
right of meeting.
attendance at
general meeting
Register of Directors and Officers
72. The Secretary shall establish and maintain a
Register of Directors and Officers at the registered office
in the manner prescribed by the Act. The Register of
Directors shall be open for inspection in the manner
prescribed by the Act between 10.00 am. and 12.00 noon on
every business day.
Directors
Number 73(1) The number of directors shall not be less than
two as the Company in general meeting may from time to time
determine.
Share (2) No share qualification shall be required of any
qualification Director of the Company.
Election 74. The Directors shall have the power from time to
time and at any time to appoint any person as a Director
either to fill a casual vacancy on the Board of Directors
or, subject to authorisation by the Members in general
meeting, as an addition to the Board of Directors but so
that the number of Directors so appointed shall not exceed
any maximum number determined from time to time by the
members in general meeting. Any Director so appointed shall
hold office only until the next following annual general
meeting of the Company and shall then be eligible fore re-
election at that meeting.
Removal 75. Subject to any provision to the contrary in these
Bye-laws the Members may, at any general meeting convened
and held in accordance with these Bye-laws, by special
resolution remove a Director at any time before the
expiration of his period of office notwithstanding anything
in these Bye-laws or in any agreement between the Company
and such Director (but without prejudice to any claim for
damages under any such agreement) provided that the notice
of any such meeting convened for the purpose of removing a
Director shall contain a statement of the intention so to do
and be served on such Director fourteen (14) days before the
meeting and at such meeting such Director shall be entitled
to be heard on the motion for his removal.
Alternate 76. Any person who may have been appointed to be
directors alternate director of the Company to a Director who has been
removed from office shall cease to be an alternate director
immediately upon the removal of such Director as aforesaid.
Power to fill 77. Any vacancy created by the removal of a director at
vacancy a special General Meeting may be filled by the members at
that meeting or subsequently by the Directors.
Office of 78. The office of a Director shall be vacated upon the
director happening of any of the following events:
vacated
(a) if he resigns his office by notice in writing
delivered to the Secretary of the Company either at the
Registered Office of the Company or tendered at a meeting of
the Directors. Such resignation shall take effect at the
time of receipt unless another time is specified. The
acceptance of such resignation shall not be necessary to
make it effective;
(b) if he becomes of unsound mind or a patient for any
purpose of any statute or applicable law relating to mental
health and the Directors resolve that his office is vacated;
(c) if he becomes bankrupt or compounds with his
creditors;
(d) if he is prohibited by law from being a Director;
or
(e) if he otherwise ceases to be a director by virtue
of the Act.
Alternate Directors
Election/- 79.(a) The members may elect any person not prohibited
appointment by law from being a Director duly qualified to be a director
of alternate to serve as an alternate director or may authorise the
directors Directors to appoint alternate directors.
(b) An alternate director may also be a director in his
own right and may act as alternate to more than one
director.
Rights of 80. An alternate director shall be entitled to receive
alternate notices of all meetings of Directors, to attend, be counted
directors in the quorum and vote at any such meeting at which any
Director to whom he is alternate is not personally present,
and generally to perform all the functions of any Director
to whom he is alternate in his absence.
Alternate 81. Every person acting as an alternate director shall
directors be subject in all respects to the provisions of these
subject to Bye-laws relating to Directors and shall alone be
provisions responsible to the Company for his acts and defaults and
governing shall not be deemed to be the agent of or for any Director
directors for whom he is alternate. An alternate director may be paid
expenses and shall be entitled to be indemnified by the
Company to the same extent mutatis mutandis as if he were a
Director. Every person acting as an alternate director shall
have one vote for each Director for whom he acts as
alternate (in addition to his own vote if he is also a
Director). The signature of an alternate director to any
resolution in writing of the Directors or a committee of the
Directors, shall unless the terms of his appointment
provides to the contrary, be as effective as the signature
of the Director or Directors to whom he is alternate.
Directors Fees and Remuneration
Fees, 82. The amount, if any, of Directors' fees shall from
expenses, time to time be determined by the Company in general meeting
remuneration and in the absence of a determination to the contrary in
general meeting. such fees shall be deemed to accrue from
day to day. The payment of reasonable travelling, hotel and
incidental expenses properly incurred by Directors in
attending and returning from meetings of the Board of
Directors or committees constituted pursuant to these
Bye-laws or general meetings together with all expenses
properly and reasonably incurred by any Director in the
conduct of the Company's business or in the discharge of his
duties as a Director shall be within the power of the
Directors to determine. 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 resolve.
Directors Interests
Offices held 83 (a) A Director may hold any other office with the
by directors Company in conjunction with his appointment as a Director
for such period and upon such terms as the Directors may
determine, and may be paid such extra remuneration by way of
salary, as the Directors may determine, and such extra
remuneration shall be in addition to any remuneration
provided for by or pursuant to any other Bye-law.
Services (b) A Director may act by himself or his firm in a
rendered to professional capacity for the Company and he or his firm
the Company shall be entitled to remuneration for professional services
as if he were not a Director; Provided that nothing herein
contained shall authorise a Director or his firm to act as
auditor of the Company.
Transaction (c) Subject to the provisions of the Act, a Director
with the may notwithstanding his office be a party to, or otherwise
Company interested in, any transaction or arrangement with the
Company or in which the Company is otherwise interested: and
be a Director or other officer of, or employed by, or a
party to any transaction or arrangement with, or otherwise
interested in, any body corporate promoted by the Company or
in which the Company is interested.
Benefit (d) So long as, where it is necessary, he declares the
derived by nature of his interest at the first opportunity at a meeting
Directors of the Directors or by writing to the Directors as required
by the Act, a Director shall not by reason of his office be
accountable to the Company for any benefit which he derives
from any office or employment to which these Bye-laws allow
him to be appointed or from any transaction or arrangement
in which these Bye-laws allow him to be interested, and no
such transaction or arrangement shall be liable to be
avoided on the ground of any interest or benefit.
General (e) Subject to the Act and any further disclosure
declaration of required thereby, a general notice to the Directors by a
interest Director or officer declaring that he is a director or
officer or has an interest in any business entity and is to
be regarded as interested in any transaction or arrangement
made with that business entity shall be sufficient
declaration of interest in relation to any transaction or
arrangement so made.
Powers and Duties of Directors
General powers 84. Subject as may otherwise be required by the
of the Company provisions of the Act and these Bye-laws and subject to any
vested in directions given by the Company in general meeting, the
Directors Directors shall manage the business of the Company and may
pay all expenses incurred in promoting and incorporating the
Company and may exercise all the powers of the Company
including, but not by way of limitation, the power to borrow
money. No alteration of these Bye-laws and no such direction
shall invalidate any prior act of the Directors which would
have been valid if that alteration had not been made or that
direction had not been given. A validly convened meeting of
the Directors at which a quorum is present shall be
competent to exercise all the powers, authorities and
discretions for the time being vested in or exercisable by
the Board.
Signature of 85. All cheques, promissory notes, drafts, bills of
bills of exchange and other instruments, whether negotiable or
exchange transferable or not, and all receipts for money 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.
Appointment 86. The Directors may, from time to time, appoint one
of Managing or more of their body to be a Managing Director or Managing
Director Directors of the Company, either for a fixed term or without
any limitation as to the period for which he or they is or
are to hold such office, and may from time to time remove or
dismiss him or them from office and appoint another or
others in his or their place or places but without prejudice
to any claim which either party may have against the other
at the date of such removal or dismissal.
Delegation of the Directors'
Powers and Duties
Appointment 87. The Directors may by power of attorney appoint any
of Attorney company, firm or person, 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 Bye-laws) and
for such period and subject to such conditions as they may
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 confer a power of substitution upon such
attorney whereby he shall be authorised further to delegate
all or any of the powers, authorities and discretions vested
in him.
Delegation to 88. (a) The Directors may entrust to and confer upon
Director any Director or officer any of the powers exercisable by
them upon such terms and conditions with such restrictions
as they think fit, and either collaterally with, or to the
exclusion of, their own powers, and may from time to time
revoke or vary all or any of such powers but no person
dealing in good faith and without notice of such revocation
or variation shall be affected thereby.
Delegation to (b) The directors may delegate any of their powers,
Committee authorities and discretions to committees, consisting of two
or more directors as they think fit. Any committee so formed
shall, in the exercise of the powers authorities and
discretions so delegated, conform to any directions which
may be given to it by the Directors.
Proceedings of 89. The meetings and proceedings of any committee of
Committee directors shall be governed by the provisions of Bye-law 90
of these Bye-laws which relate to meetings of the Directors
so far as the same are applicable thereto.
Proceedings of the Directors
Meetings of 90. Subject to the provisions of these Bye-laws, the
Directors Directors may meet together for the despatch of business,
adjourn and otherwise regulate their meetings as they think
fit. Questions arising at any meeting shall be decided by a
majority of votes. In the case of an equality of votes the
motion shall be deemed to have been lost. A Director may,
and the Secretary on the requisition of a Director shall, at
any time summon a meeting of the Directors.
Notice of 91. Notice of a meeting of the Directors may be given
Directors' by telephone or otherwise and if by mail, cable or telex
Meeting shall be sent to the last known address of each director or
any other address given by him to the Company for this
purpose. A Director may waive notice before or after the
date of the meeting for which the notice is given. It shall
not be necessary to specify the business to be considered at
the meeting. The length of notice shall be reasonable in all
the circumstances.
Quorum 92. (a) The quorum necessary for the transaction of the
business of the Directors shall be two. In the event that a
director resigns at a meeting of the Directors it may be
resolved that his resignation should take effect at the end
of such meeting and that he be counted in the quorum and
continue to act if otherwise a quorum of directors would not
be present.
Entitlement to (b) A Director who to his knowledge is in any way,
vote in whether directly or indirectly, interested in a contract or
respect of proposed contract, transaction or arrangement with the
contract in Company and has complied with the provisions of the Act and
which director these Bye-laws with regard to disclosure of his interest
has an interest shall be entitled to vote in respect of any contract,
transaction or arrangement in which he is so interested and
if he shall do so his vote shall be counted, and he shall be
taken into account in ascertaining whether a quorum is
present
Power to act 93. So long as a quorum of Directors remains in office,
notwithstanding the continuing Directors may act notwithstanding any vacancy
vacancy in their number but if no quorum of Directors remains, the
continuing Directors or a sole continuing Director may act
only for the purpose of calling a general meeting.
Chairman 94. The Directors may elect one of their number to be
Chairman of the Directors. If no Chairman of the Directors
is elected or he is absent, the President shall act as
Chairman of a meeting of the Directors. If at any meeting
neither the Chairman of the Board nor the President is
present within fifteen minutes after the time appointed for
holding the same, the Directors present may choose one of
their number to act as Chairman of the meeting.
Written 95. (a) A resolution approved and signed by all the
resolution of directors for the time being entitled to receive notice of a
the Directors meeting of the directors or of a committee of the directors
and taking the form of one or more documents in writing or
facsimile, or other similar means of written communication
from a duly authenticated source shall be as valid and
effectual as if it had been passed at a meeting of the
directors or of such committee duly convened and held, such
resolution to be effective on the date on which the last
director signs the resolution.
(b) Any one or more members of the Board of Directors
or any committee thereof may participate in a meeting of
such Board or committee by means of such telephone
electronic or other communications facilities as permit all
persons participating in the meeting to communicate with
each other simultaneously and instantaneously and
participation in such a meeting by such means shall
constitute presence in person at a meeting.
Validity of 96. All acts done at any meeting of the Directors or
acts where any committee of the Directors or by any person acting as a
appointment Director shall, notwithstanding that it is afterwards
defective 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
a Director.
Officers
97. The officers of the Company shall comprise a
President, a Vice-President, a Secretary and such other
officers (including a Chairman of the Board or additional
Vice-Presidents) as the Directors may from time to time
determine.
Election of 98. The Directors shall as soon as possible after the
officers election of Directors by the Members at the statutory
meeting and at each Annual General Meeting thereafter choose
or elect one of their number to be the President of the
Company, another to be the Vice-president and in addition
may appoint any person whether or not he is a Director to
hold such other office as the Directors shall determine. Any
person elected or appointed pursuant to this Bye-law shall
hold office for such period and upon such terms as may be
fixed by the Directors. Any such election or appointment may
be revoked or terminated by the Directors but without
prejudice to any claim for damages that such officer may
have against the Company for any breach of any contract of
service between him and the Company which may be involved in
such revocation or termination. Save as provided in the Act
or these Bye-laws, the powers and duties of the officers of
the Company shall be such (if any) as are determined from
time to time by the Directors.
Minutes
Minutes 99. The Directors shall cause minutes to be made for
the purpose of recording:-
(a) all appointments of officers made by the Directors;
(b) the names of the Directors and other persons (if
any) present at each meeting of Directors and of any
committee;
(c) all proceedings at general meetings of the Company,
at separate meetings of holders of any class of shares in
the Company and at meetings of the Directors and committees.
(d) all proceedings of managers (if any).
Such meetings shall be duly entered in books provided for
such purpose and any minutes duly entered in the Minute Book
signed by the Chairman of that meeting or by the Chairman of
any succeeding meeting shall be receivable as prima facie
evidence of the matters stated in such minutes.
Secretary
Duties of 100. The Secretary shall be appointed by the Directors
Secretary at such remuneration (if any) and upon such terms as they
may think fit and any Secretary so appointed may be removed
by them. The Secretary shall whenever possible, attend all
meetings of the Company and of the Directors, keep correct
minutes of such meetings and enter such minutes in proper
books provided for the purpose. The Secretary shall also
perform such other duties as shall from time to time be
prescribed or delegated by the Directors. The duties of the
Secretary may when required be carried out by an assistant
or acting secretary or any other director or officer so
authorised in that behalf by the Directors.
The Seal
Form of Seal 101. (a) The Seal shall consist of a circular metal
device with the name of the Company around the outer margin
thereof and the country and year of incorporation across the
centre thereof. Should the Seal not have been received and
be available at the registered office in such form at the
date of adoption of this Bye-law then, pending such receipt,
any document requiring to be sealed with the Seal shall be
sealed by affixing a red wafer seal to the document with the
name of the Company, and the country and year of
incorporation type or hand written across the centre
thereof.
Safe custody (b) The Directors shall provide for the safe custody of
of seal the Seal, which Seal shall only be used by authority of the
Directors or a committee authorised by the Directors in that
behalf.
(c) The Secretary shall maintain a Register in which
shall be recorded short particulars of all documents to
which the Common Seal of the Company shall have been
affixed.
Duplicate seal 102. The Company may possess and use a duplicate seal
upon the same terms and conditions as apply to the Seal in
the event that the directors determine that such duplicate
seal is warranted by and in the best interests of the
Company's business.
Affixing and 103. Subject to these Bye-laws, any instrument to which
witnessing of the Seal is affixed shall be signed by a Director and shall
seal be countersigned by the Secretary or by a second Director;
provided that the Secretary or a Director may affix the Seal
over his signature only to authenticate copies of these
Bye-laws, the minutes of any meeting or any other documents
requiring authentication.
Dividends and other Payments
Cash dividends 104. The Directors may from time to time declare and
pay to members in proportion to the number of shares held by
them cash dividends or distributions out of contributed
surplus to be paid to the Members according to their rights
and interests in the profits including such interim
dividends as appear to the Directors to be justified by the
financial position of the Company.
Determination 105. Except insofar as the rights attaching to, or the
of entitlement terms of issue of, any share otherwise provide:
to dividend
(a) all dividends may be declared and paid according to
the amounts paid up on the shares in respect of which the
dividend is paid, and any amount paid up on a share in
advance of calls may be treated for the purpose of this
Bye-law as paid-up on the share;
(b) dividends may be apportioned and paid pro rata
according to the amounts paid-up on the shares during any
portion or portions of the period in respect of which the
dividend is paid.
Deduction for 106. The Directors may deduct from any dividend payable
dividend of to a Member by the Company all sums of money (if any)
moneys owed to presently payable by him to the Company on account of calls
the Company or otherwise in relation to the shares of the Company.
Dividends not 107. No dividend or other moneys payable by the Company
to bear on or in respect of any share shall bear interest against
interest the Company.
Manner of 108. Any dividend, interest or other sum payable in
payment of cash to the holder of shares may be paid by cheque or
dividend warrant sent through the post addressed to the holder at his
address in the Register or, in the case of joint holders,
addressed to the holder whose name stands first in the
Register in respect of the shares at his registered address
as appearing in the Register. Every such cheque or warrant
shall, unless the holder or joint holders otherwise direct,
be made payable to the order of the holder or, in the case
of joint holders, to the order of the holder whose name
stands first in the Register in respect of such shares, and
shall be sent at his or their risk and payment of the cheque
or warrant by the bank on which it is drawn shall constitute
a good discharge to the Company. Any one of two or more
joint holders may give effectual receipts for any dividends
or other moneys payable or property distributable in respect
of the shares held by such joint holders.
Forfeiture of 109. Any dividend unclaimed for a period of six years
unclaimed from the date of declaration of such dividend shall be
dividends forfeited and shall revert to the Company and the payment by
the Directors of any unclaimed dividend, interest or other
sum payable on or in respect of the share into a separate
account shall not constitute the Company a trustee in
respect thereof.
Distribution 110. With the sanction of the Company in general
of contributed meeting, the Directors may direct payment or satisfaction of
surplus; any dividend or distribution out of contributed surplus
dividends in wholly or in part by the distribution of specific assets,
specie and in particular of paid-up shares or debentures of any
other company, and where any difficulty arises in regard to
such dividend or distribution the Directors may settle it as
they think expedient, and in particular, may authorise any
person to sell and transfer any fractions or may ignore
fractions altogether, and may fix the value for dividend or
distribution purposes of any such specific assets and may
determine that cash payments shall be made to any Members
upon the basis of the values so fixed in order to secure
equality of distribution and may vest any such specific
assets in trustees as may seem expedient to the Directors.
Reserves
Reserve Fund 111. The Directors may, before recommending or
declaring any dividend set aside out of the profits of the
Company such sums as they think proper as a reserve fund to
be used to meet contingencies or for equalising dividends or
for any other special purpose. Pending the application of
such reserve fund it may be invested in such manner as the
directors shall think fit.
Capitalisation of Profits and Share Premiums
Capitalisation 112. The Company may at any time and from time to time
of Profits resolve in general meeting to the effect that it is
desirable to capitalise any undivided profits (including
profits standing to the credit of any reserve or other
special account) not required for the payment of any fixed
dividend or any moneys held on any share premium account or
any capital redemption reserve fund other than any reserve
fund which may have been established according to the terms
of issue of such capital and accordingly that such amount be
set free for distribution amongst the Members or any class
of Members who would be entitled thereto if distributed by
way of dividend and in the same proportions, on the basis
that the same be not paid in cash but be applied either in
or towards paying up amounts for the time being unpaid on
any shares in the Company held by such Members respectively
or in payment up in full of unissued shares, debentures or
other obligations of the Company, to be allotted and
distributed credited as fully paid amongst such Members, or
partly in one way and partly in the other, and the Directors
shall give effect to such resolution provided that for the
purpose of this Bye-law, any sum standing to the credit of
the share premium account may be applied only in paying up
unissued shares of the same class in respect of which the
share premium was paid to be issued to such Members credited
as fully paid.
Directors' 113. Where any difficulty arises in regard to any
powers to distribution under the last preceding Bye-law the Directors
settle may settle the same as they think expedient and, in
questions in particular, may authorise any person to sell and transfer
respect of any fractions or may resolve that the distribution should be
distribution as nearly as may be practicable in the correct proportion
by but not exactly so or may ignore fractions altogether, and
capitalisation may determine that cash payments should be made to any
of profits Members in order to adjust the rights of all parties, as may
seem expedient to the Directors. The Directors may appoint
any person to sign on behalf of the persons entitled to
participate in the distribution any contract necessary or
desirable for giving effect thereto and such appointment
shall be effective and binding upon the Members.
Record Dates
Record dates 114. Notwithstanding any other provisions of these
Bye-laws the Directors may fix any date as the record date
for any allotment or issue of shares and for the purpose of
identifying the persons entitled to receive notices of
general meetings. Any such record date shall be not more
than sixty days before the date on which such allotment or
issue is to be made or such notice is to be despatched.
Accounting Records
Proper 115. The Directors shall exercise a general supervision
accounts to be over the financial affairs of the Company and shall cause to
kept be kept in accordance with such generally accepted
accounting principles as the Directors may from time to time
determine accounting records sufficient to give a true and
fair view of the state of the Company's affairs and to show
and explain its transactions, in accordance with the Act.
Location of 116. The records of account shall be kept at the
records of Registered Office or at such other place or places as the
account Directors think fit, and shall at all times be open to
inspection by the Directors: PROVIDED that if the records of
account are kept at some place outside Bermuda, there shall
be kept at an office of the Company in Bermuda such records
as will enable the Directors to ascertain with reasonable
accuracy the financial position of the Company at the end of
each three month period. No Member (other than an officer of
the Company) shall have any right to inspect any accounting
record or book or document of the Company except as
conferred by law or authorised by the Directors or by the
Company in general meeting.
Copies of 117. A copy of every balance sheet and statement of
financial income and expenditure, including every document required by
statements to law to be annexed thereto, which is to be laid before the
be sent to Company in general meeting, together with a copy of the
members auditor's report, shall be sent to each person entitled
thereto in accordance with the requirements of the Act.
Audit
Appointment 118. Save and to the extent that an audit is waived in
of Auditors the manner permitted by the Act, an auditor shall be
appointed at each Annual General Meeting of the Company and
his duties regulated in accordance with the Act, any other
applicable law and such requirements not inconsistent with
the Companies Act as the Directors may from time to time
determine. The remuneration of the auditor shall be fixed by
the Members in general meeting or referred by them to the
Directors.
Service of Notices and Other
Documents
119. Any notice or other document (including a share
certificate) may be served on or delivered to any member by
the Company either personally or by sending it through the
post (by airmail where applicable) in a pre-paid letter
addressed to such Member at his address as appearing in the
Register or by delivering it to or leaving it at such
registered address. In the case of joint holders of a share,
service or delivery of any notice or other document on or to
one of the joint holders shall for all purposes be deemed as
sufficient service on or delivery to all the joint holders.
Any notice or other document if sent by post shall be deemed
to have been served on the day it is committed to the post,
and in proving such service it shall be sufficient to prove
that the notice or document was properly addressed, stamped
and committed to the post.
Form of notice 120. Any notice of a general meeting of the Company
shall be deemed to be duly given to a Member or a Director
if it is sent to him by cable, telex, or telecopier at his
address as appearing in the Register or Register of
Directors respectively or any other address advised by him
in writing to the Secretary of the Company for this purpose.
Any such notice shall be deemed to have been served on the
day it is transmitted.
Due service in 121. Any notice or other document delivered, sent or
the event of given to a Member in any manner permitted by these Bye-laws
death or shall, notwithstanding that such Member is then dead or
bankruptcy bankrupt or that any other event has occurred, and whether
or not the Company has notice of the death or bankruptcy or
other event, be deemed to have been duly served or delivered
in respect of any share registered in the name of such
Member as sole or joint holder unless his name shall, at the
time of service or delivery of the notice or document, have
been removed from the Register as the holder of the share,
and such service or delivery shall for all purposes be
deemed as sufficient service or delivery of such notice or
document on all persons, interested (whether jointly with or
as claiming through or under him) in the share.
Winding up
Division of 122. If the Company shall be wound up, the liquidator
the assets of may, with the sanction of a resolution of the Company and
the Company any other sanction required by the Act, divide amongst the
Members in specie or kind the whole or any part of the
assets of the Company (whether they shall consist of a
property of the same kind or not) and may for such purposes
set such values 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 trust 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 assets upon which there is any
liability.
Indemnity
Indemnity 123 (1) The Directors, Secretary and other Officers for
the time being of the Company and the Liquidator or Trustees
(if any) for the time being acting in relation to any of the
affairs of the Company and every one of them, and their
estates and every one of their heirs, executors, personal
representatives and administrators, (the "Indemnified
Parties") shall be indemnified and secured harmless out of
the assets and profits of the Company from and against any
and all claims, demands, and costs suffered by any
Indemnified Party, including without limitation, all costs
reasonably incurred or suffered by any of the Indemnified
Parties or on their behalf, as a result of any of them being
a party, or being threatened to be made a party, to any
threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative, or investigative
and any appeal therefrom, as a result of any Indemnified
Party being a director and/or officer of the Company or by
reason of any contract entered into or any act of thing
whatsoever made, done, permitted or omitted by him as such
director and/or officer or in anyway in the discharge of his
duties; PROVIDED that this indemnity shall not extend to any
claim, demand or liability occasioned by the fraud or
dishonesty of any Indemnified Party in his capacity as a
director and/or officer of the Company.
(2) Expenses, including attorneys fees incurred by an
Indemnified Party in defending a civil or criminal action,
administrative or investigative action, suit or proceeding
shall be paid by the Company, as and when incurred by an
Indemnified Party in advance of the final disposition of
such action, suit or proceeding, upon the written request of
the Indemnified Party provided that the Indemnified Party
provides the Company with an undertaking that the
Indemnified Party will repay any amount advanced if it shall
ultimately be determined that the Indemnified Party is not
entitled to be indemnified by the Company pursuant to these
Bye-laws.
(3) Each Member agrees to waive any claim or right of
action he may have, whether individually or by, or in the
right of , the Company, against any Indemnified Party on
account of any action taken by a Director or Officer of the
Company, or the failure of any such Director or Officer to
take any action in the performance of his duties with or for
the
Company provided, however, that such waiver shall not apply
to any claims or rights of action arising out of the fraud
or dishonesty of such Director, or to recover any gain,
personal profit or advantage to which such Director is not
legally entitled.
Alteration of Bye-Laws
Alteration of 124. These Bye-Laws may be amended from time to time in
Bye-laws the manner provided for in the Act.