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Ship
Finance International Limited
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(Translation
of registrant’s name into English)
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Par-la-Ville
Place, 14 Par-la-Ville Road, Hamilton, HM 08, Bermuda
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(Address
of principal executive office)
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1.
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In
these Bye-laws and any Schedule below unless the context otherwise
requires:
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2.
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The
Registered Office shall be at such place in Bermuda as the Board
shall
from time to time appoint.
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3.
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Subject
to any special rights conferred on the holders of any share 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 Company may by Resolution determine
or, if
there has not been any such determination or so far as the same shall
not
make specific provision, as the Board may
determine.
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4.
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Subject
to the Companies Acts, any preference shares may, with the sanction
of a
Resolution, be issued on terms:
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(a)
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that
they are to be redeemed on the happening of a specified event or
on a
given date; and/or,
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(b)
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that
they are liable to be redeemed at the option of the Company;
and/or,
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(c)
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if
authorised by the memorandum of association or incorporating
act of the Company, that they are liable to be redeemed at the option
of
the holder.
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5.
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At
any time that the Company holds Treasury Shares, all of the rights
attaching to the Treasury Shares shall be suspended and shall not
be
exercised by the Company. Without limiting the generality of
the foregoing, it the Company holds Treasury Shares, the Company
shall not
have any right to attend and vote at a general meeting or sign written
resolutions and any purported exercise of such a right is
void.
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6.
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Except
where required by the Principal Act, Treasury Shares shall be excluded
from the calculation of any percentage or fraction of the share capital
or
shares of the Company.
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| 7. |
Subject
to
the Companies Acts, all or any of the special rights for the time
being
attached to any class of shares for the time being issued may from
time to
time (whether or not the Company is being wound up) be altered or
abrogated with the consent in writing of the holders of not less
than
seventy five percent of the issued shares of that class or with the
sanction of a resolution passed at a separate general meeting of
the
holders of such shares voting in person or by proxy. To any such
separate general meeting, all the provisions of these Bye-laws as
to
general meetings of the Company shall mutatis mutandis apply, but
so that
the necessary quorum shall be two or more persons holding or representing
by proxy any of the shares of the relevant class, that every holder
of
shares of the relevant class shall be entitled on a poll to one vote
for
every such share held by him and that any holder of shares of the
relevant
class present in person or by proxy may demand a poll; provided,
however,
that if the Company or a class of Shareholders shall have only one
Shareholder, one Shareholder present in person or by proxy shall
constitute the necessary quorum.
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8.
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The
special rights conferred upon the holders of any shares or class
of shares
shall not, unless otherwise expressly provided in the rights attaching
to
or the terms of issue of such shares, be deemed to be altered by
the
creation or issue of further shares ranking pari passu
therewith.
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POWER
TO PURCHASE OWN SHARES
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9.
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The
Company shall have the power to purchase its own shares for
cancellation.
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10.
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The
Company shall have the power to acquire its own shares to be held
as
Treasury Shares.
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11.
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The
Board may exercise all of the powers of the Company to purchase or
acquire
its own shares, whether for cancellation or to be held as Treasury
Shares
in accordance with the Principal
Act.
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12.
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Subject
to the provisions of these Bye-laws and to any rights attaching to
issued
and outstanding shares, the unissued shares of the Company shall
be at the
disposal of the Board, which may issue, offer, allot, exchange or
otherwise dispose of shares or options, warrants or other rights
to
purchase shares or securities convertible into or exchangeable for
shares
(including any employee benefit plan providing for the issuance of
shares
or options, warrants or other rights in respect thereof), at such
times,
for such consideration and on such terms and conditions as the Board
may
determine (including, without limitation, such preferred or other
special
rights or restrictions with respect to dividend, voting, liquidation
or
other rights of the shares).
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13
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The
Board may in connection with the issue of any shares exercise all
powers
of paying commission and brokerage conferred or permitted by
law.
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14.
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Except
as ordered by a court of competent jurisdiction or as required by
law, no
person shall be 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 or
by law)
any other right in respect of any share except an absolute right
to the
entirety thereof in the registered
holder.
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15.
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The
preparation, issue and delivery of share certificates shall be governed
by
the Companies Acts. In the case of a share held jointly by
several persons, delivery of a certificate to one of several joint
holders
shall be sufficient delivery to
all.
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16.
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If
a share certificate is defaced, 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 Board
may
think fit and, in case of defacement, on delivery of the old certificate
to the Company.
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17.
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All
certificates for share or loan capital or other securities of the
Company
(other than letters of allotment, scrip certificates and other like
documents) shall, except to the extent that the terms and conditions
for
the time being relating thereto otherwise provide, be issued under
the
Seal. The Board may by resolution determine, either generally or
in any
particular case, that any signatures on any such certificates need
not be
autographic but may be affixed to such certificates by some mechanical
means or may be printed thereon or that such certificates need not
be
signed by any persons.
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18.
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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 date fixed by or in accordance with the terms of
issue of
such share in respect of such share, and the Company shall also have
a
first and paramount lien on every share (other than a fully paid
share)
standing registered in the name of a Shareholder, whether singly
or
jointly with any other person, for all the debts and liabilities
of such
Shareholder 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 such Shareholder, and whether the time for the
payment
or discharge of the same shall have actually arrived or not, and
notwithstanding that the same are joint debts or liabilities of such
Shareholder or his estate and any other person, whether a Shareholder
or
not. The Company’s lien on a share shall extend to all
dividends payable thereon. The Board may at any time, either
generally or in any particular case, waive any lien that has arisen
or
declare any share to be wholly or in part exempt from the provisions
of
this Bye-law.
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19.
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The
Company may sell, in such manner as the Board 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
holder for the time being of the share.
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| 20. |
The
net
proceeds of sale by the Company of any shares on which it has a lien
shall
be applied in or towards 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 holder of the share immediately before such sale. For giving
effect to any such sale the Board may authorise some person to transfer
the share sold to the purchaser thereof. The purchaser shall be
registered as the holder of the share 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.
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21.
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The
Board may from time to time make calls upon the Shareholders in respect
of
any moneys unpaid on their shares (whether on account of the par
value of
the shares or by way of premium) and not by the terms of issue thereof
made payable at a date fixed by or in accordance with such terms
of issue,
and each Shareholder 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
the amount called on his shares. A call may be revoked or
postponed as the Board may
determine.
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22.
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A
call may be made payable by installments and shall be deemed to have
been
made at the time when the resolution of the Board authorizing the
call was
passed.
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23.
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The
joint holders of a share shall be jointly and severally liable to
pay all
calls in respect thereof.
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24.
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If
a sum called in respect of the share shall not be 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 the payment
thereof to the time of actual payment at such rate as the Board may
determine, but the Board shall be at liberty to waive payment of
such
interest wholly or in part.
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25.
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Any
sum which, by the terms of issue of a share, becomes payable on allotment
or at any date fixed by or in accordance with such terms of issue,
whether
on account of the nominal amount of the share or by way of premium,
shall
for all the purposes of these Bye-laws be deemed to be a call duly
made,
notified 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.
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26.
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The
Board may on the issue of shares differentiate between the allottees
or
holders as to the amount of calls to be paid and the times of
payment.
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27.
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If
a Shareholder fails to pay any call or installment of a call on the
day
appointed for payment thereof, the Board may at any time thereafter
during
such time as any part of such call or installment remains unpaid
serve a
notice on him requiring payment of so much of the call or installment
as
is unpaid, together with any interest which may have
accrued.
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| 28. |
The
notice
shall name a further day (not being less than 14 days from the date
of the
notice) on or before which, and the place where, the payment required
by
the notice is to be made and shall state that, in the event of non-payment
on or before the day and at the place appointed, the shares in respect
of
which such call is made or installment is payable will be liable
to be
forfeited. The Board 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.
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29.
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If
the requirements of any such notice as aforesaid are not complied
with,
any share in respect of which such notice has been given may at any
time
thereafter, before payment of all calls or installments and interest
due
in respect thereof has been made, be forfeited by a resolution of
the
Board to that effect. Such forfeiture shall include all
dividends declared in respect of the forfeited shares and not actually
paid before the forfeiture.
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30.
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When
any share has been forfeited, notice of the forfeiture shall be served
upon the person who was before forfeiture the holder of the share;
but no
forfeiture shall be in any manner invalidated by any omission or
neglect
to give such notice as aforesaid.
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31.
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A
forfeited share shall be deemed to be the property of the Company
and may
be sold, re-offered or otherwise disposed of either to the person
who was,
before forfeiture, the holder thereof or entitled thereto or to any
other
person upon such terms and in such manner as the Board shall think
fit,
and at any time before a sale, re-allotment or disposition the forfeiture
may be cancelled on such terms as the Board may think
fit.
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32.
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A
person whose shares have been forfeited shall thereupon cease to
be a
Shareholder in respect of the forfeited shares but shall, notwithstanding
the forfeiture, remain 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 Board
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.
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33.
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An
affidavit in writing that the deponent is a Director or the Secretary
and
that a share has been duly forfeited on the date stated in the affidavit
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 the sale,
re-allotment or disposition thereof and the Board 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.
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34.
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The
Secretary shall establish and maintain the Register of Shareholders
in the
manner prescribed by the Companies Acts. Unless the Board
otherwise determines, the Register of Shareholders shall be open
to
inspection in the manner prescribed by the Companies Acts between
10.00
a.m. and 12.00 noon on every working day. Unless the Board otherwise
determines, no Shareholder or intending Shareholder 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 Board it shall not be deemed to abrogate any of the provisions
of
Bye-law 14.
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35.
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The
Secretary shall establish and maintain a register of the Directors
and
Officers of the Company as required by the Companies Acts. The
register of Directors and Officers shall be open to inspection in
the
manner prescribed by the Companies Acts between 10:00 a.m. and 12:00
noon
on every working day.
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36.
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Subject
to the Companies Acts and to such of the restrictions contained in
these
Bye-laws as may be applicable, any Shareholder may transfer all or
any of
his shares by an instrument of transfer in the usual common form
or in any
other form which the Board may
approve.
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37.
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The
instrument of transfer of a share shall be signed by or on behalf
of the
transferor and where any share is not fully-paid the transferee,
and the
transferor shall be deemed to remain the holder of the share until
the
name of the transferee is entered in the Register in respect thereof.
All
instruments of transfer when registered may be retained by the Company.
The Board may, in its absolute discretion and without assigning any
reason
therefor, decline to register any transfer of any share which is
not a
fully-paid share.
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(a)
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the
instrument of transfer is duly stamped and lodged with the Company,
accompanied by the certificate for the shares to which it relates,
and
such other evidence as the Board may reasonably require to show the
right
of the transferor to make the
transfer,
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(b)
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the
instrument of transfer is in respect of only one class of
share,
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(c)
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where
applicable, the permission of the Bermuda Monetary Authority with
respect
thereto has been obtained.
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38.
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If
the Board declines to register a transfer it shall, within three
months
after the date on which the instrument of transfer was lodged, send
to the
transferee notice of such refusal.
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39.
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No
fee shall be charged by the Company for registering any transfer,
probate,
letters of 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.
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41.
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In
the case of the death of a Shareholder, the survivor or survivors,
where
the deceased was a joint holder, and the estate representative, 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. For the purpose of this Bye-law, estate representative
means the person to whom probate or letters of administration has
or have
been granted in Bermuda or, failing any such person, such other person
as
the Board may in its absolute discretion determine to be the person
recognised by the Company for the purpose of this
Bye-law.
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42.
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Any
person becoming entitled to a share in consequence of the death of
a
Shareholder or otherwise by operation of applicable law may, subject
as
hereafter provided and upon such evidence being produced as may from
time
to time be required by the Board as to his entitlement, either be
registered himself as the holder of the share or elect to have some
person
nominated by him registered as the transferee thereof. If the
person so becoming entitled elects 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 his nominee
registered, he shall signify his election by signing an instrument
of
transfer of such share in favour of his nominee. All the
limitations, restrictions and provisions of these Bye-laws relating
to the
right to transfer and the registration of transfer of shares shall
be
applicable to any such notice or instrument of transfer as aforesaid
as if
the death of the Shareholder or other event giving rise to the
transmission had not occurred and the notice or instrument of transfer
was
an instrument of transfer signed by such
Shareholder.
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43.
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A
person becoming entitled to a share in consequence of the death of
a
Shareholder 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
Shareholder until he shall have become registered as the holder thereof.
The Board 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 Board 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.
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44.
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Subject
to any directions of the Board from time to time in force, the Secretary
may exercise the powers and discretions of the Board under Bye-laws
36, 37
and 38.
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45.
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The
Company may from time to time increase its capital by such sum to
be
divided into shares of such par value as the Company by Resolution
shall
prescribe.
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| 46. |
The
Company may, by the Resolution increasing the capital, direct that
the new
shares or any of them shall be offered in the first instance either
at par
or at a premium or (subject to the provisions of the Companies Acts)
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.
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47.
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The
new
shares shall be subject to all the provisions of these Bye-laws with
reference to lien, the payment of calls, forfeiture, transfer,
transmission and otherwise.
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48.
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The
Company may from time to time by
Resolution:-
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(a)
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increase
its capital as provided by Bye-Law
45.
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(b)
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divide
its shares into several classes and attach thereto respectively any
preferential, deferred, qualified or special rights, privileges or
conditions;
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(c)
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consolidate
and divide all or any of its share capital into shares of larger
par value
than its existing shares;
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(d)
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sub-divide
its shares or any of them into shares of smaller par value than is
fixed
by its memorandum, so, however, that in the sub-division 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;
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(e)
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make
provision for the issue and allotment of shares which do not carry
any
voting rights;
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(f)
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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;
and
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(g)
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change
the currency denomination of its
share capital.
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49.
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Subject
to the Companies Acts and to any confirmation or consent required
by law
or these Bye-laws, the Company may by Resolution from time to time
convert
any preference shares into redeemable preference
shares.
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50.
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Subject
to the Companies Acts, its memorandum and any confirmation or consent
required by law or these Bye-laws, the Company may from time to time
by
Resolution 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.
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51.
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In
relation to any such reduction, the Company may by Resolution 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.
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| 52. | (a) |
The
Board
shall convene and the Company shall hold general meetings as Annual
General Meetings in accordance with the requirements of the Companies
Acts
at such times and places as the Board shall appoint. The Board may,
whenever it thinks fit, and shall, when required by the Companies
Acts,
convene general meetings other than Annual General Meetings which
shall be
called Special General Meetings.
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(b)
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Except
in the case of the removal of auditors and Directors, anything which
may
be done by resolution of the Company in general meeting or by resolution
of a meeting of any class of the Shareholders of the Company may,
without
a meeting and without any previous notice being required, be done
by
resolution in writing, signed by a simple majority of all of the
Shareholders (or such greater majority as is required by the Companies
Acts or these Bye-Laws) or their proxies, or in the case of a Shareholder
that is a corporation (whether or not a company within the meaning
of the
Companies Acts) on behalf of such Shareholder, being all of the
Shareholders of the Company who at the date of the resolution in
writing
would be entitled to attend a meeting and vote on the
resolution. Such resolution in writing may be signed by, or in
the case of a Shareholder that is a corporation (whether or not a
company
within the meaning of the Companies Acts), on behalf of, all the
Shareholders of the Company, or any class thereof, in as many counterparts
as may be necessary.
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(c)
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A
resolution in writing is passed when the resolution is signed
by, or in the case of a Shareholder that is a corporation (whether
or not
a company within the meaning of the Companies Acts), on behalf of
such
number of the Shareholders of the Company who at the date of the
notice
represent a majority of votes as would be required if the resolution
had
been voted on at a meeting of the
Shareholders.
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(d)
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A
resolution in writing made in accordance with this Bye-law is as
valid as
if it had been passed by the Company in general meeting or, if applicable,
by a meeting of the relevant class of Shareholders of the Company,
as the
case may be. A resolution in writing made in accordance with
this Bye-law shall constitute minutes for the purposes of the Companies
Acts and these Bye-laws.
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| (e) |
Notice
of
any resolution to be made pursuant to Bye-Law 52 (b) shall be given,
and a
copy of the resolution shall be circulated, to all members who would
be
entitled to attend a meeting and vote on the resolution in the same
manner
as that required for a notice of a meeting of members at which the
resolution could have been considered except that any requirement
in the
Companies Acts or these Bye-Laws as to the length of period of notice
shall not apply.
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53.
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An
Annual General Meeting shall be called by not less than 5 days notice
in
writing and a Special General Meeting shall be called by not less
than 5
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 these Bye-laws to all Shareholders
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.
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(a)
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in
the case of a meeting called as an Annual General Meeting, by all
the
Shareholders entitled to attend and vote
thereat;
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(b)
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in
the case of any other meeting, by a majority in number of the Shareholders
having the right to attend and vote at the meeting, being a majority
together holding not less than 95 percent in nominal value of the
shares
giving that right;
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54.
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The
accidental omission to give notice of a meeting or (in cases where
instruments of proxy are sent out with the notice) the accidental
omission
to send such instrument of proxy to, or the non-receipt of notice
of a
meeting or such instrument of proxy by, any person entitled to receive
such notice shall not invalidate the proceedings at that
meeting.
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55.
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No
business shall be transacted at any general meeting unless a quorum
is
present when the meeting proceeds to business, but the absence of
a quorum
shall not preclude the appointment, choice or election of a chairman,
which shall not be treated as part of the business of the
meeting. Save as otherwise provided by these Bye-laws, the
quorum at any general meeting shall be constituted by one or more
shareholders, either present in person or by proxy, holding in aggregate
shares carrying 33 1/3% of the voting rights entitled to be exercised
at
such meeting.
|
|
56.
|
If
within five minutes (or such longer time as the chairman of the meeting
may determine to wait) after the time appointed for the meeting,
a quorum
is not present, the meeting, if convened on the requisition of
Shareholders, shall be dissolved. In any other case, it shall
stand adjourned to such other day and such other time and place as
the
chairman of the meeting may determine and at such adjourned meeting
two
Shareholders present in person or by proxy (whatever the number of
shares
held by them) shall be a quorum provided that if the Company shall
have
only one Shareholder, one Shareholder present in person or by proxy
shall
constitute the necessary quorum. The Company shall give not
less than 5 days notice of any meeting adjourned through want of
a quorum
and such notice shall state that the sole Shareholder or, if more
than
one, two Shareholders present in person or by proxy (whatever the
number
of shares held by them) shall be a
quorum.
|
|
57.
|
A
meeting of the Shareholders 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
meeting.
|
|
58.
|
Each
Director shall be entitled to attend and speak at any general meeting
of
the Company.
|
|
59.
|
The
Chairman (if any) of the Board 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 the Chairman
nor
the President is present within five minutes after the time appointed
for
holding the meeting, or if neither of them is willing to act as chairman,
the Directors present shall choose one of their number to act or
if one
Director only is present he shall preside as chairman if willing
to
act. If no Director is present, or if each of the Directors
present declines to take the chair, the persons present and entitled
to
vote on a poll shall elect one of their number to be
chairman.
|
|
60.
|
The
chairman of the meeting may, with the consent of any meeting at which
a
quorum is present (and shall if so directed by 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. When a meeting is adjourned for three months or more,
notice of the adjourned meeting shall be given as in the case of
an
original meeting.
|
|
61.
|
Save
as expressly provided by these Bye-laws, it shall not be necessary
to give
any notice of an adjournment or of the business to be transacted
at an
adjourned meeting.
|
|
62.
|
Save
where a greater majority is required by the Companies Acts or these
Bye-laws, any question proposed for consideration at any general
meeting
shall be decided on by a simple majority of votes
cast.
|
|
63.
|
At
any
general meeting, a resolution put to the vote of the meeting shall
be
decided on a show of hands or by a count of votes received in the
form of
electronic records unless (before or on the declaration of the result
of
the show of hands or on the withdrawal of any other demand for a
poll) a
poll is demanded by:-
|
|
|
(a)
|
the
chairman of the meeting; or
|
|
|
(b)
|
at
least three Shareholders present in person or represented by proxy;
or
|
|
|
(c)
|
any
Shareholder or Shareholders present in person or represented by proxy
and
holding between them not less than one tenth of the total voting
rights of
all the Shareholders having the right to vote at such meeting;
or
|
|
|
(d)
|
a
Shareholder or Shareholders 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.
|
|
64.
|
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.
|
|
65.
|
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 in such manner and either forthwith
or at
such time (being not later than three months after the date of the
demand)
and place as the chairman shall direct. It shall not be
necessary (unless the chairman otherwise directs) for notice to be
given
of a poll.
|
|
66.
|
The
demand for a poll shall not prevent the continuance of a meeting
for the
transaction of any business other than the question on which the
poll has
been demanded and it may be withdrawn at any time before the close
of the
meeting or the taking of the poll, whichever is the
earlier.
|
|
67.
|
On
a poll, votes may be cast either personally or by
proxy.
|
|
68.
|
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.
|
|
69.
|
In
the case of an equality of votes at a general meeting, whether on
a show
of hands, a count of votes received in the form of electronic records
or
on a poll, the chairman of such meeting shall not be entitled to
a second
or casting vote.
|
|
70.
|
In
the case of joint holders of a share, 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
in
respect of the joint holding.
|
|
71.
|
A
Shareholder who is a patient for any purpose of any statute or applicable
law relating to mental health or in 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
or
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 Shareholder for the purpose
of
general meetings.
|
|
72.
|
No
Shareholder shall, unless the Board otherwise determines, 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.
|
|
73.
|
If
(i) any objection shall be raised to the qualification of any voter
or
(ii) any votes have been counted which ought not to have been counted
or
which might have been rejected or (iii) any votes are not counted
which
ought to have been counted, the objection or error shall not vitiate
the
decision of the meeting or adjourned meeting on any resolution unless
the
same is raised or pointed out at the meeting or, as the case may
be, the
adjourned meeting at which the vote objected to is given or tendered
or at
which the error occurs. Any objection or error shall be
referred to the chairman of the meeting and shall only vitiate the
decision of the meeting on any resolution if the chairman decides
that the
same may have affected the decision of the meeting. The
decision of the chairman on such matters shall be final and
conclusive.
|
|
74.
|
The
instrument appointing a proxy shall be in writing 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.
|
|
75.
|
Any
Shareholder may appoint a standing proxy or (if a corporation)
representative by depositing at the Registered Office a proxy or
(if a
corporation) an authorisation and such proxy or authorisation shall
be
valid for all general meetings and adjournments thereof or, resolutions
in
writing, as the case may be, until notice of revocation is received
at the
Registered Office which, if permitted by the Principal Act, may be
in the
form of an electronic record. Where a standing proxy or
authorisation exists, its operation shall be deemed to have been
suspended
at any general meeting or adjournment thereof at which the Shareholder
is
present or in respect to which the Shareholder has specially appointed
a
proxy or representative. The Board may from time to time require
such
evidence as it 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 authorisation shall be deemed to be suspended
until such time as the Board determines that it has received the
requested
evidence or other evidence satisfactory to
it.
|
|
76.
|
Subject
to Bye-law 75, the instrument appointing a proxy together with such
other
evidence as to its due execution as the Board may from time to time
require, shall be delivered at the Registered Office, which, if permitted
by the Principal Act may be in the form of an electronic record,
(or at
such place as may be specified in the notice convening the meeting
or in
any notice of any adjournment or, in either case or the case of a
written
resolution, in any document sent therewith) prior to the holding
of the
relevant meeting or adjourned meeting at which the person named in
the
instrument proposes to vote or, in the case of a poll taken subsequently
to the date of a meeting or adjourned meeting, before the time appointed
for the taking of the poll, or, in the case of a written resolution,
prior
to the effective date of the written resolution and in default the
instrument of proxy shall not be treated as
valid.
|
|
77.
|
Instruments
of proxy shall be in any common form or in such other form as the
Board
may approve and the Board may, if it thinks fit, send out with the
notice
of any meeting or any written resolution forms of instruments of
proxy for
use at that meeting or in connection with that written
resolution. The instrument of proxy shall be deemed to confer
authority to demand or join in demanding a poll and to vote on any
amendment of a written resolution or 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.
|
|
78.
|
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 instrument of proxy or of the authority under which
it
was executed, provided that no intimation in writing of such death,
insanity or revocation shall have been received by the Company at
the
Registered Office, which, if permitted by the Principal Act may be
in the
form of an electronic record, (or such other place as may be specified
for
the delivery of instruments of proxy in the notice convening the
meeting
or other documents sent therewith) one hour at least before the
commencement of the meeting or adjourned meeting, or the taking of
the
poll, or the day before the effective date of any written resolution
at
which the instrument of proxy is
used.
|
|
79.
|
Subject
to the Companies Acts, the Board may at its discretion waive any
of the
provisions of these Bye-laws related to proxies or authorisations
and, in
particular, may accept such verbal or other assurances as it thinks
fit as
to the right of any person to attend and vote on behalf of any Shareholder
at general meetings or to sign written
resolutions.
|
|
80.
|
Notwithstanding
any other provision of these Bye-laws, any member may appoint an
irrevocable proxy by depositing at the Registered Office an irrevocable
proxy and such irrevocable proxy shall be valid for all general meetings
and adjournments thereof, or resolutions in writing, as the case
may be,
until terminated in accordance with its own terms, or until written
notice
of termination is received at the Registered Office signed by the
proxy. The instrument creating the irrevocable proxy shall
recite that it is constituted as such and shall confirm that it is
granted
with an interest. The operation of an irrevocable proxy shall not be
suspended at any general meeting or adjournment thereof at which
the
member who has appointed such proxy is present and the member may
not
specifically appoint another proxy or vote himself in respect of
any
shares which are the subject of the irrevocable
proxy.
|
|
81..
|
The
number of Directors shall be such number not less than two as the
Company
by Resolution may from time to time determine and, subject to the
Companies Acts and these Bye-laws, shall serve until re-elected or
their
successors are appointed at the next Annual General
Meeting. The Board of Directors shall include at least one
Independent Director. If an Independent Director resigns, dies,
or becomes incapacitated, or such position is otherwise vacant, and
there
are no other Independent Directors, no action requiring affirmative
vote
of the Independent Directors shall be taken until a successor Independent
Director is elected and qualified and approves such action. A
successor Independent Director shall be appointed by the remaining
directors on the Board. No Independent Director may be removed
unless and until his or her successor is appointed and has accepted
such
position.
|
|
82.
|
The
Company shall at the Annual General Meeting and may by Resolution
determine the minimum and the maximum number of Directors and may
by
Resolution determine that one or more vacancies in the Board shall
be
deemed casual vacancies for the purposes of these
Bye-laws. Without prejudice to the power of the Company by
Resolution in pursuance of any of the provisions of these Bye-laws
to
appoint any person to be a Director, the Board, so long as a quorum
of
Directors remains in office, shall have power at any time and from
time to
time to appoint any individual to be a Director so as to fill a casual
vacancy.
|
|
83.
|
The
Company may in a Special General Meeting called for that purpose
remove a
Director provided notice of any such meeting shall be served upon
the
Director concerned not less than 14 days before the meeting and he
shall
be entitled to be heard at that meeting. Any vacancy created by
the removal of a Director at a Special General Meeting may be filled
at
the Meeting by the election of another Director in his place or,
in the
absence of any such election, by the
Board.
|
|
84.
|
The
office of a Director shall be vacated upon the happening of any of
the
following events:
|
|
|
(a)
|
if
he resigns his office by notice in writing delivered to the Registered
Office or tendered at a meeting of the
Board;
|
|
|
(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 Board resolves that
his
office is vacated;
|
|
|
(f)
|
if
he ceases to be a Director by virtue of the Companies Acts or is
removed
from office pursuant to these
Bye-laws.
|
|
85.
|
The
Company may by Resolution elect any person or persons to act as Directors
in the alternative to any of the Directors or may authorise the Board
to
appoint such Alternate Directors and a Director may appoint and remove
his
own Alternate Director. Any appointment or removal of an
Alternate Director by a Director shall be effected by depositing
a notice
of appointment or removal with the Secretary at the Registered Office,
which, if permitted by the Principal Act may be in the form of an
electronic record, signed by such Director, and such appointment
or
removal shall become effective on the date of receipt by the
Secretary. Any Alternate Director may be removed by Resolution
of the Company and, if appointed by the Board, may be removed by
the
Board. Subject as aforesaid, the office of Alternate Director
shall continue until the next annual election of Directors or, if
earlier,
the date on which the relevant Director ceases to be a
Director. An Alternate Director may also be a Director in his
own right and may act as alternate to more than one
Director.
|
|
86.
|
An
Alternate Director shall be entitled to receive notices of all meetings
of
Directors, to attend, be counted 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.
|
|
87.
|
Every
person acting as an Alternate Director shall (except as regards powers
to
appoint an alternate and remuneration) be subject in all respects
to the
provisions of these Bye-laws relating to Directors and shall alone
be
responsible to the Company for his acts and defaults and shall not
be
deemed to be the agent of or for any Director 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 Board or a committee of the Board 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.
|
|
88.
|
The
amount, if any, of Directors' fees shall from time to time be determined
by the Company by Resolution and in the absence of a determination
to the
contrary in general meeting, such fees shall be deemed to accrue
from day
to day. Each Director may be paid his reasonable travelling, hotel
and
incidental expenses in attending and returning from meetings of the
Board
or committees constituted pursuant to these Bye-laws or general meetings
and shall be paid all expenses properly and reasonably incurred by
him in
the conduct of the Company's business or in the discharge of his
duties as
a Director. Any Director who, by request, goes or resides
abroad for any purposes of the Company or who performs services which
in
the opinion of the Board go beyond the ordinary duties of a Director
may
be paid such extra remuneration (whether by way of salary, commission,
participation in profits or otherwise) as the Board may determine,
and
such extra remuneration shall be in addition to any remuneration
provided
for by or pursuant to any other
Bye-law.
|
|
89.
|
(a)
|
A
Director may hold any other office or place of profit with the Company
(except that of auditor) in conjunction with his office of Director
for
such period and upon such terms as the Board may determine, and may
be
paid such extra remuneration therefor (whether by way of salary,
commission, participation in profits or otherwise) as the Board may
determine, and such extra remuneration shall be in addition to any
remuneration provided for by or pursuant to any other
Bye-law.
|
|
|
(b)
|
A
Director may act by himself or his firm in a professional capacity
for the
Company (otherwise than as auditor) and he or his firm shall be entitled
to remuneration for professional services as if he were not a
Director.
|
|
|
(c)
|
Subject
to the Companies Acts, a Director may notwithstanding his office
be a
party to, or otherwise 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. The Board may also cause the voting power conferred
by the shares in any other company held or owned by the Company to
be
exercised in such manner in all respects as it thinks fit, including
the
exercise thereof in favour of any resolution appointing the Directors
or
any of them to be directors or officers of such other company, or
voting
or providing for the payment of remuneration to the directors or
officers
of such other company.
|
|
|
(d)
|
So
long as, where it is necessary, he declares the nature of his interest
at
the first opportunity at a meeting of the Board or by writing to
the
Directors as required by the Companies Acts, 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.
|
|
|
|
|
(e)
|
Subject
to the Companies Acts and any further disclosure required thereby,
a
general notice to the Directors by a Director or officer declaring
that he
is a director or officer or has an interest in a person and is to
be
regarded as interested in any transaction or arrangement made with
that
person, shall be a sufficient declaration of interest in relation
to any
transaction or arrangement so made.
|
|
90.
|
The
Board shall manage the business of the Company in accordance with
the
requirements and limitations contained in Bye-laws 91(A) and 91(B)
and in
the event of any conflict between Bye-laws 91(A) and 91(B) and any
other
Bye-law, the provisions of Bye-laws 91(A) and 91(B) shall prevail.
Subject to the provisions of the Companies Acts and to Bye-laws 91(A)
and
91(B) and these Bye-laws and to any directions given by the Company
by
Resolution, responsibility for the management of the Company shall
be
vested in the Board of Directors. The Board may pay all expenses
incurred in promoting and incorporating the Company and may exercise
all
the powers of the Company. No alteration of these Bye-laws and no
direction given pursuant to Bye-laws 91(A) and 91(B) shall invalidate
any
prior act of the Board which would have been valid if that alteration
had
not been made or that direction had not been given. The powers given
by this Bye-law shall not be limited by any special power given to
the
Board by these Bye-laws and a meeting of the Board 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.
|
|
91.
|
(A)
|
Notwithstanding
anything to the contrary in these Bye-laws, the business of the Company
shall be restricted to the business purposes set forth in the Memorandum
of Association of the Company. The Board shall procure that the
Company shall only transact the aforementioned business and any business
necessary or incidental to the foregoing business
purposes.
|
|
|
(B)
|
The
Board shall procure that the Company shall at all times: (a) maintain
books and records separate from any other person or entity;
(b) conduct its own business in its own name; (c) maintain its
accounts separate from any other person or entity; (d) maintain
separate financial statements; (e) maintain its funds and assets
separately from the assets of any other person or entity; (f) not
commingle its money, cheques, cash proceeds or other assets with
those of
any other person or entity; (g) pay its own liabilities out of its
own
funds; (h) observe all corporate formalities; (i) use separate
stationery, invoices, and cheques; (j) allocate fairly and reasonably
any overhead for shared office space; (k) hold itself out as a
separate entity; (l) correct any known misunderstanding regarding its
separate identity; (m) maintain adequate capital in light of its
contemplated business operations; and (n) hold appropriate and regular
meetings of the Board of Directors to authorize all corporate
actions.
|
|
|
|
92.
|
The
Board may exercise all the powers of the Company to borrow money
and to
mortgage or charge all or any part of the undertaking, property and
assets
(present and future) and uncalled capital of the Company and to issue
debentures and other securities, whether outright or as collateral
security for any debt, liability or obligation of the
Company.
|
|
93.
|
All
cheques, promissory notes, drafts, bills of exchange and other
instruments, whether negotiable or 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
Board
shall from time to time by resolution
determine.
|
|
94.
|
The
Board on behalf of the Company may provide benefits, whether by the
payment of gratuities or pensions or otherwise, for any person including
any Director or former Director who has held any executive office
or
employment with the Company or with any body corporate which is or
has
been a subsidiary or affiliate of the Company or a predecessor in
the
business of the Company or of any such subsidiary or affiliate, and
to any
member of his family or any person who is or was dependent on him,
and may
contribute to any fund and pay premiums for the purchase or provision
of
any such gratuity, pension or other benefit, or for the insurance
of any
such person.
|
|
95.
|
The
Board may from time to time appoint one or more of its body to hold
any
other employment or executive office with the Company for such period
and
upon such terms as the Board may determine and may revoke or terminate
any
such appointments. Any such revocation or termination as
aforesaid shall be without prejudice to any claim for damages that
such
Director may have against the Company or the Company may have against
such
Director for any breach of any contract of service between him and
the
Company which may be involved in such revocation or
termination. Any person so appointed shall receive such
remuneration (if any) (whether by way of salary, commission, participation
in profits or otherwise) as the Board may determine, and either in
addition to or in lieu of his remuneration as a
Director.
|
|
96.
|
The
Board may by power of attorney appoint any company, firm or person
or any
fluctuating body of persons, whether nominated directly or indirectly
by
the Board, 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 Board under these Bye-laws)
and for
such period and subject to such conditions as it 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 and of such
attorney
as the Board may think fit, and may also authorise any such attorney
to
sub-delegate all or any of the powers, authorities and discretions
vested
in him.
|
|
97.
|
The
Board may entrust to and confer upon any Director or officer any
of the
powers exercisable by it upon such terms and conditions with such
restrictions as it thinks fit, and either collaterally with, or to
the
exclusion of, its 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.
|
|
98.
|
The
Board may delegate any of its powers, authorities and discretions
to any
person or to committees, consisting of such person or persons (whether
a
member or members of its body or not) as it thinks fit. Any
committee so formed shall, in the exercise of the powers, authorities
and
discretions so delegated, conform to any regulations which may be
imposed
upon it by the Board.
|
|
99.
|
The
Board may meet for the despatch of business, adjourn and otherwise
regulate its meetings as it thinks fit. Questions arising at
any meeting shall be determined 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
Board. Notwithstanding anything to the contrary contained in
these Bye-laws, the prior approval of a resolution passed by a majority
of
Directors (which majority shall include the approval of a majority
of the
Independent Directors) or a unanimous written resolution of the Directors
(which shall include the approval of the Independent Directors) shall
be
required in the following circumstances (a) to file a bankruptcy
or
insolvency petition or otherwise institute insolvency proceedings
on
behalf of the Company, (b) to consent to the institution of bankruptcy
or
insolvency proceedings against the Company, (c) to enter into any
agreement or other arrangement conferring any authority or other
entitlement on any person to appoint a receiver, liquidator, assignee,
trustee, sequestrator (or other similar official) of the Company
or a
substantial part of the property of the Company, (d) to make any
assignment for the benefit of the Company's creditors, (e) to propose,
or
consent to, a scheme of arrangement with creditors or shareholders;
(f) to
cause the Company to admit in writing its inability to pay its debts
generally as they become due, (g) to dissolve, liquidate, consolidate,
merge or sell all or substantially all of the assets of the Company;
(h) to engage in any business activity other than the business
purpose of the Company described in Bye-laws 91(A) and 91(B), (i) to
amend the Company’s Memorandum of Association or these Bye-laws, or (j) to
take any action, or cause the Company to take any action, in furtherance
of any of the foregoing.
|
|
100.
|
Notice
of a meeting of the Board shall be deemed to be duly given to a Director
if it is given to him personally or by word of mouth or sent to him
by
post, cable, telex, telecopier or other mode of representing or
reproducing words in a legible and non-transitory form at his last
known
address or any other address given by him to the Company for this
purpose. A Director may waive notice of any meeting either
prospectively or retrospectively.
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|
101.
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(a)
|
The
quorum necessary for the transaction of the business of the Board
may be
fixed by the Board and, unless so fixed at any other number, shall
be two
individuals. Any Director who ceases to be a Director at a meeting
of the
Board may continue to be present and to act as a Director and be
counted
in the quorum until the termination of the meeting if no other Director
objects and if otherwise a quorum of Directors would not be
present.
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|
|
(b)
|
A
Director who to his knowledge is in any way, whether directly or
indirectly, interested in a contract or proposed contract, transaction
or
arrangement with the Company and has complied with the provisions
of the
Companies Acts and these Bye-laws with regard to disclosure of his
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.
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|
102.
|
So
long as a quorum of Directors remains in office, the continuing Directors
may act notwithstanding any vacancy in the Board but, if no such
quorum
remains, the continuing Directors or a sole continuing Director may
act
only for the purpose of calling a general
meeting.
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|
103.
|
The
Chairman (if any) of the Board or, in his absence, the President
shall
preside as chairman at every meeting of the Board. If there is
no such Chairman or President, or if at any meeting the Chairman
or the
President is not present within five minutes after the time appointed
for
holding the meeting, or is not willing to act as chairman, the Directors
present may choose one of their number to be chairman of the
meeting.
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|
104.
|
The
meetings and proceedings of any committee consisting of two or more
members shall be governed by the provisions contained in these Bye-laws
for regulating the meetings and proceedings of the Board so far as
the
same are applicable and are not superseded by any regulations imposed
by
the Board.
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|
105.
|
A
resolution in writing signed by all the Directors for the time being
entitled to receive notice of a meeting of the Board or by all the
members
of a committee for the time being shall be as valid and effectual
as a
resolution passed at a meeting of the Board or, as the case may be,
of
such committee duly called and constituted. Such resolution may
be contained in one document or in several documents in the like
form each
signed by one or more of the Directors (or their Alternate Directors)
or
members of the committee concerned.
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|
106.
|
A
meeting of the Board or a committee appointed by the Board 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
meeting.
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107.
|
All
acts done by the Board or by any committee or by any person acting
as a
Director or member of a committee or any person duly authorised by
the
Board or any committee, shall, notwithstanding that it is afterwards
discovered that there was some defect in the appointment of any member
of
the Board or such committee or person acting as aforesaid or that
they or
any of them were disqualified or had vacated their office, be as
valid as
if every such person had been duly appointed and was qualified and
had
continued to be a Director, member of such committee or person so
authorised.
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|
108.
|
The
Board may appoint any person whether or not he is a Director to hold
such
office as the Board may from time to time determine. Any person elected
or
appointed pursuant to this Bye-law shall hold office for such period
and
upon such terms as the Board may determine and the Board may revoke
or
terminate any such election or appointment. Any such revocation
or termination shall be without prejudice to any claim for damages
that
such officer may have against the Company or the Company may have
against
such officer 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 Companies Acts 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
Board.
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|
109.
|
The
Directors shall cause minutes to be made and books kept for the purpose
of
recording
-
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|
|
(a)
|
all
appointments of officers made by the
Directors;
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|
|
(b)
|
the
names of the Directors and other persons (if any) present at each
meeting
of Directors and of any
committee;
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|
110.
|
The
Secretary and Resident Representative, if necessary, shall be appointed
by
the Board at such remuneration (if any) and upon such terms as it
may
think fit and any Secretary and Resident Representative so appointed
may
be removed by the Board.
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|
111.
|
A
provision of the Companies Acts or these Bye-laws 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 the place of, the
Secretary.
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|
112.
|
The
Company may, but need not, have a Seal and one or more duplicate
Seals for
use in any place outside of
Bermuda.
|
| (a) | The seal of the Company shall be in such form as the Board may determine. |
|
|
(b)
|
The
seal of the Company shall not be affixed to any instrument except
attested
by the signature of a Director and the Secretary or any two Directors,
or
any person appointed by the Board for that purpose, provided that
any
Director, Officer or Resident Representative, may affix the seal
of the
Company attested by such Director, Officer or Resident Representative’s
signature to any authenticated copies of these Bye-Laws, the incorporating
documents of the Company, the minutes of any meetings or any other
documents required to be authenticated by such Director, Officer
or
Resident Representative.
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|
115.
|
The
Board may from time to time declare cash dividends or distributions
out of
contributed surplus to be paid to the Shareholders according to their
rights and interests including such interim dividends as appear to
the
Board to be justified by the position of the Company. The Board
may also pay any fixed cash dividend which is payable on any shares
of the
Company half yearly or on such other dates, whenever the position
of the
Company, in the opinion of the Board, justifies such
payment.
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|
|
|
116.
|
Except
insofar as the rights attaching to, or the terms of issue of, any
share
otherwise provide:-
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|
|
(a)
|
all
dividends or distributions out of contributed surplus may be declared
and
paid according to the amounts paid up on the shares in respect of
which
the dividend or distribution is paid, and an 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;
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|
|
(b)
|
dividends
or distributions out of contributed surplus 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 or distribution
is paid.
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|
117.
|
The
Board may deduct from any dividend, distribution or other moneys
payable
to a Shareholder by the Company on or in respect of any shares all
sums of
money (if any) presently payable by him to the Company on account
of calls
or otherwise in respect of shares of the
Company.
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|
118.
|
No
dividend, distribution or other moneys payable by the Company on
or in
respect of any share shall bear interest against the
Company.
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|
119.
|
Any
dividend, distribution, interest or other sum payable in cash to
the
holder of shares may be paid by cheque or 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 or addressed to such person at such address as the
holder
or joint holders may in writing direct. 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, distributions
or
other moneys payable or property distributable in respect of the
shares
held by such joint holders.
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|
120.
|
Any
dividend or distribution out of contributed surplus unclaimed for
a period
of six years from the date of declaration of such dividend or distribution
shall be forfeited and shall revert to the Company and the payment
by the
Board of any unclaimed dividend, distribution, 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.
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|
121.
|
With
the sanction of a Resolution the Board may direct payment or satisfaction
of any dividend or distribution out of contributed surplus wholly
or in
part by the distribution of specific assets, and in particular of
paid-up
shares or debentures of any other company, and where any difficulty
arises
in regard to such distribution or dividend the Board may settle it
as it
thinks 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 distribution or dividend purposes of any such specific
assets
and may determine that cash payments shall be made to any Shareholders
upon the footing 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 Board.
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|
122.
|
The
Board may, before recommending or declaring any dividend or distribution
out of contributed surplus, set aside such sums as it thinks proper
as
reserves which shall, at the discretion of the Board, be applicable
for
any purpose of the Company and pending such application may, also
at such
discretion, either be employed in the business of the Company or
be
invested in such investments as the Board may from time to time think
fit. The Board may also without placing the same to reserve
carry forward any sums which it may think it prudent not to
distribute.
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|
123.
|
The
Company may, upon the recommendation of the Board, at any time and
from
time to time pass a Resolution to the effect that it is desirable
to
capitalise all or any part of any amount for the time being standing
to
the credit of any reserve or fund which is available for distribution
or
to the credit of any share premium account or any capital redemption
reserve fund and accordingly that such amount be set free for distribution
amongst the Shareholders or any class of Shareholders who would be
entitled thereto if distributed by way of dividend and in the same
proportions, on the footing 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 Shareholders 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 Shareholders, or partly in one way and partly in the other,
and the
Board shall give effect to such Resolution, provided that for the
purpose
of this Bye-law, a share premium account and a capital redemption
reserve
fund may be applied only in paying up of unissued shares to be issued
to
such Shareholders credited as fully paid and provided further that
any sum
standing to the credit of a share premium account may only be applied
in
crediting as fully paid shares of the same class as that from which
the
relevant share premium was derived.
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|
124.
|
Where
any difficulty arises in regard to any distribution under the last
preceding Bye-law, the Board may settle the same as it thinks expedient
and, in particular, may authorise any person to sell and transfer
any
fractions or may resolve that the distribution should be as nearly
as may
be practicable in the correct proportion but not exactly so or may
ignore
fractions altogether, and may determine that cash payments should
be made
to any Shareholders in order to adjust the rights of all parties,
as may
seem expedient to the Board. The Board 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
Shareholders.
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|
125.
|
Notwithstanding
any other provisions of these Bye-laws, the Company may by Resolution
or
the Board may fix any date as the record date for any dividend,
distribution, allotment or issue and for the purpose of identifying
the
persons entitled to receive notices of general meetings. Any
such record date may be on or at any time before or after any date
on
which such dividend, distribution, allotment or issue is declared,
paid or
made or such notice is despatched.
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|
126.
|
The
Board shall cause to be kept 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 Companies
Acts.
|
|
127.
|
The
records of account shall be kept at the Registered Office or at such
other
place or places as the Board thinks 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 Shareholder (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 Board or by
Resolution.
|
|
128.
|
A
copy of every balance sheet and statement of income and expenditure,
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 be sent to each person entitled thereto
in
accordance with the requirements of the Companies Acts and
(without prejudice to the generality of Bye-Law 139) upon the coming
into
force of Section 2A of the Principal Act, the requirements of this
Bye-Law
shall be met by the publication of the relevant document as an electronic
record on a website designated for the purpose by the
Company.
|
|
129.
|
Save
and to the extent that an audit is waived in the manner permitted
by the
Companies Acts, auditors shall be appointed and their duties regulated
in
accordance with the Companies Acts, any other applicable law and
such
requirements not inconsistent with the Companies Acts as the Board
may
from time to time determine.
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|
130
|
Any
notice or other document (including a share certificate) may be served
on
or delivered to any Shareholder by the Company either personally
or by
sending it through the post (by airmail where applicable) in a pre-paid
letter addressed to such Shareholder 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 or delivered seven days after it was
put in
the post, and in proving such service or delivery, it shall be sufficient
to prove that the notice or document was properly addressed, stamped
and
put in the post.
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|
131
|
Any
notice of a general meeting of the Company shall be deemed to be
duly
given to a Shareholder if it is sent to him by cable, telex, telecopier
or
other mode of representing or reproducing words in a legible and
non-transitory form at his address as appearing in the Register or
any
other address given by him to the Company for this purpose. Any
such notice shall be deemed to have been served twenty-four hours
after
its despatch.
|
|
132.
|
Upon
Section 2A of the Principal Act coming into force, any notice or
other
document shall be deemed to be duly given to a Shareholder if it
is
delivered to such Shareholder by means of an electronic record in
accordance with Section 2A of the Principal
Act.
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|
133
|
Any
notice or other document delivered, sent or given to a Shareholder
in any
manner permitted by these Bye-laws shall, notwithstanding that such
Shareholder is then dead or 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 Shareholder as sole or joint
holder unless his name shall, at the time of the 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.
|
|
134.
|
Notwithstanding
any other provisions of these
Bye-laws:
|
|
|
(a)
|
where
there is a requirement under the Companies Acts or these Bye-laws
that the
Company provide a document to a person, or for a document to accompany
another document, the requirement may be met by the delivery, or
deemed
delivery, of an electronic record of the document in accordance with
this
Bye-law;
|
|
|
(b)
|
where
there is a requirement under the Companies Acts or these Bye-laws
that a
Shareholder provide a document to the Company, or for a document
to
accompany another document, the requirement may be met by the Shareholder
by the delivery, or deemed delivery, of an electronic record of the
document in accordance with this
Bye-law;
|
|
|
(c)
|
for
the purposes of this Bye-law, “to provide” includes to send, forward,
give, deliver, submit, file, deposit, furnish, issue, leave at, serve,
circulate, lay, make available or
lodge;
|
|
|
(d)
|
an
electronic record or a document may be delivered to a person by
communicating it by electronic means to the person at the address
or
number that has been notified by the person for the purposes of
communication by electronic means;
|
| (e) | an electronic record of a document is deemed to have been delivered to a person if it is published on a website and: |
|
|
(i)
|
the
person to whom the document is provided has agreed to have documents
of
that type provided by way of accessing them on a website instead
of them
being provided by other means;
|
|
|
(ii)
|
the
document is a document of the type to which the agreement applies;
and
|
| (iii) |
the
person
is notified in accordance with the agreement of the publication of
the
document on the website, the address of the website, the place on
the
website where the document may be found, and how the document may
be
accessed on the website.
|
|
|
(f)
|
Nothing
in the foregoing shall invalidate the deemed delivery of an electronic
copy of a document if:
|
|
|
(ii)
|
the
failure to publish it throughout the whole of the period is wholly
attributable to circumstances that the Company could not reasonably
have
been expected to prevent or avoid.
|
|
135.
|
If
the Company shall be wound up, the liquidator may, with the sanction
of a
Resolution of the Company and any other sanction required by the
Companies
Acts, divide amongst the Shareholders 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 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 Shareholders
or
different classes of Shareholders. 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 Shareholder shall
be
compelled to accept any shares or other assets upon which there is
any
liability.
|
|
136.
|
No
Director, Alternate Director, Officer, member of a committee authorized
under Bye-law 98, Resident Representative of the Company or their
respective heirs, executors or administrators shall be liable for
the
acts, receipts, neglects, or defaults of any other such person or
any
person involved in the formation of the Company, or for any loss
or
expense incurred by the Company through the insufficiency or deficiency
of
title to any property acquired by the Company, or for the insufficiency
or
deficiency of any security in or upon which any of the monies of
the
Company shall be invested, or for any loss or damage arising from
the
bankruptcy, insolvency, or tortious act of any person with whom any
monies, securities or effects shall be deposited, or for any loss
occasioned by any error of judgment, omission, default, or oversight
on
his part, or for any other loss, damage or misfortune whatever which
shall
happen in relation to the execution of his duties, or supposed duties,
to
the Company or otherwise in relation
thereto.
|
| 137. |
Every
Director, Alternate Director, Officer, member of a committee constituted
under Bye-law 98, Resident Representative of the Company or their
respective heirs, executors or administrators shall be indemnified
and
held harmless out of the funds of the Company to the fullest extent
permitted by Bermuda law against all liabilities loss damage or expense
(including but not limited to liabilities under contract, tort and
statute
or any applicable foreign law or regulation and all reasonable legal
and
other costs and expenses properly payable) incurred or suffered by
him as
such Director, Alternate Director, Officer, committee member or Resident
Representative and the indemnity contained in this Bye-law shall
extend to
any person acting as such Director, Alternate Director, Officer,
committee
member or Resident Representative in the reasonable belief that he
has
been so appointed or elected notwithstanding any defect in such
appointment or election.
|
| 138. |
Every
Director, Alternate Director, officer, member of a committee constituted
under Bye-law 98, Resident Representative of the Company and their
respective heirs, executors or administrators shall be indemnified
out of
the funds of the Company against all liabilities incurred by him
as such
Director, Alternate Director, Officer, member of a committee constituted
under Bye-law 98, Resident Representative in defending any proceedings,
whether civil or criminal, in which judgment is given in his favour,
or in
which he is acquitted, or in connection with any application under
the
Companies Acts in which relief from liability is granted to him by
the
court.
|
|
139.
|
To
the extent that any Director, Alternate Director, Officer, member
of a
committee constituted under Bye-law 98, Resident Representative of
the
Company or any of their respective heirs, executors or administrators
is
entitled to claim an indemnity pursuant to these Bye-laws in respect
of
amounts paid or discharged by him, the relative indemnity shall take
effect as an obligation of the Company to reimburse the person making
such
payment or effecting such
discharge.
|
|
140.
|
The
Board may arrange for the Company to be insured in respect of all
or any
part of its liability under the provision of these Bye-laws and may
also
purchase and maintain insurance for the benefit of any Directors,
Alternate Directors, Officers, person or member of a committee authorised
under Bye-law 98, employees or Resident Representatives of the Company
in
respect of any liability that may be incurred by them or any of them
howsoever arising in connection with their respective duties or supposed
duties to the Company. This Bye-law shall not be construed as limiting
the
powers of the Board to effect such other insurance on behalf of the
Company as it may deem appropriate.
|
|
141.
|
Notwithstanding
anything contained in the Principal Act, the Company may advance
moneys to
an Officer or Director for the costs, charges and expenses incurred
by the
Officer or Director in defending any civil or criminal proceedings
against
them on the condition that the Director or Officer shall repay the
advance
if any allegation of fraud or dishonesty is proved against
them.
|
|
|
|
142.
|
Each
Member agrees to waive any claim or right of action he might have,
whether
individually or by or in the right of the Company, against any Director,
Alternate Director, Officer of the Company, person or member of a
committee authorised under Bye-law 107, Resident Representative of
the
Company or any of their respective heirs, executors or administrators
on
account of any action taken by any such person, or the failure of
any such
person to take any action in the performance of his duties, or supposed
duties, to the Company or otherwise in relation
thereto.
|
| 143. |
The
restrictions on liability, indemnities and waivers provided for in
Bye-laws 136 to 142 inclusive shall not extend to any matter which
would render the same void pursuant to the Companies
Acts.
|
| 144. |
The
restrictions on liability, indemnities and waivers contained in Bye-laws
136 to 142 inclusive shall be in addition to any rights which any
person concerned may otherwise be entitled by contract or as a matter
of
applicable Bermuda law.
|
|
145.
|
The
Company’s Memorandum of Association and these Bye-laws may be amended from
time to time in the manner provided for in the Companies Acts, but
neither
may be amended without consent of a majority of the votes cast by
shareholders of the Company in general meeting and the consent of
a
majority of the Board (which consent must include the consent of
the
majority of the Independent
Directors).
|