FIRST SCHEDULE Regulation 2)
MODEL GENERAL BY-LAW OF A COMPANY
INCORPORATED OR CONTINUED
UNDER THE INTERNATIONAL BUSINESS COMPANIES ORDINANCE 1994
THE INTERNATIONAL BUSINESS COMPANIES ORDINANCE 1994
BY-LAW NO. 1
A By-Law relating generally to the
conduct of the affairs of:
! INSERT NAME OF COMPANY !
BE IT ENACTED as the general By-Law of ! INSERT NAME OF
THE INTERNATIONAL BUSINESS COMPANY ! (hereinafter called the
"Company") as follows:
1.1 In this by-law and all other by-laws of the international
business company, unless the context otherwise requires:
(a) "Ordinance" means the International
Business Companies Ordinance 1994 as from time to time amended
and every statute substituted therefor and, in the case of such
substitution, any reference in the by-laws of the Company to provisions
of the Ordinance shall be read as references to the provisions
substituted therefor in the new statute or statutes;
(b) "Company" means the international business
(c) "by-laws" mean any by-law of the Company
from time to time in force;
(d) all terms contained in the by-laws and defined
in the Ordinance or the Regulations shall have the meanings given
to such terms in the Ordinance or the Regulations; and
(e) the singular includes the plural and the plural
includes the singular; the masculine gender includes the feminine
and neuter genders; the word "person" includes bodies
corporate, companies, partnerships, syndicates, trusts and any
association of persons; and the word "individual" means
a natural person.
2 REGISTERED OFFICE
2.1 The registered office of the Company shall be in Anguilla
at such address as the directors may fix from time to time by
3.1 The common seal of the Company shall be such as the
directors may by resolution from time to time adopt.
4.1 POWERS: The business and affairs of the Company
shall be managed by the directors.
4.2 NUMBERS: There shall be ! INSERT NUMBER OF DIRECTORS
OR MAXIMUM AND MINIMUM NUMBER OF DIRECTORS !.
4.3 ELECTION: Directors shall be elected by the shareholders
on a show of hands unless a ballot is demanded in which case such
election shall be by ballot.
4.4 TENURE: Unless their tenure is sooner determined, a director
shall hold office until the first meeting of the company succeeding
the incorporation or continuance of the Company and thereafter
during the terms for which they are elected, not exceeding terms
expiring later than the close of the annual meeting of the shareholders
of the Company following their election. Directors shall be eligible
for re-election if qualified.
4.4.1 A director shall cease to be a director:
(a) if he becomes bankrupt or compounds with
his creditors or is declared insolvent;
(b) if he is found to be of unsound mind;
(c) if by notice in writing to the Company
he resigns his office and any such resignation shall be effective
at the time it is sent to the Company or at the time specified
in the notice whichever is later.
4.4.2 The shareholders of the Company may, by ordinary resolution
passed at a special meeting of the shareholders, remove any director
from office and a vacancy created by the removal of a director
may be filled at the meeting of the shareholders at which the
director is removed.
4.4.3 Vacancies among the directors of the Company, including
a vacancy occurring pursuant to paragraph 4.4.2 hereof, may be
filled by a quorum of the directors of the Company.
4.5 Any director may by written notice to the Company appoint
any person to be his alternate to act in his place at meetings
of the directors at which he is not present or by the by-laws
deemed to be present but the directors must approve or disapprove
the appointment of such persons and give notice to the director
within a reasonable time. Every alternate shall be entitled to
attend and vote at meetings at which the person who appointed
him is not present or deemed to be present and if he is a director,
to have a separate vote on behalf of the director he is representing
in addition to his own vote. A director may at any time by written
notice to the Company revoke the appointment of an alternate appointed
by him. The remuneration payable to such an alternate shall be
payable out of the remuneration of the director appointing him.
4.6 A person, who is a director of the Company but who is
not an individual, shall by such procedure as may be appropriate
for the management of the business and affairs of such person
appoint an individual to act as such person's representative as
a director of the Company with power to exercise all of the powers
of a director of the Company but the person who appoints any such
individual shall remain fully liable as a director of the Company
notwithstanding any such appointment. A duly certified copy
of the resolution or document whereby any such appointment is
made shall be filed with the Company before any such individuals
acts as representative as aforesaid. Any person appointing an
individual under the provisions of this paragraph may from time
to time revoke the appointment of any such individual and appoint
another in his place or stead.
4.7 DELEGATION OF POWERS: The directors may delegate powers
to committees, a Managing Director or Officers of the Company.
5. BORROWING POWERS OF DIRECTORS
5.1 The directors may from time to time:
(a) borrow money upon the credit of the Company
(b) issue, reissue, sell or pledge debentures
of the Company
(c) give a guarantee on behalf of the Company
to secure performance of an obligation of any person; and
(d) mortgage, charge, pledge or otherwise
create a security interest in all or any property of the Company,
owned or subsequently acquired, to secure any obligation of the
5.2 The directors may from time to time by resolution delegate
to any officer of the Company all or any of the powers conferred
on the directors by paragraph 5.1 hereof to the full extent thereof
or such lesser extent as the directors may in any such resolution
5.3 The powers conferred by paragraph 5.1 hereof shall be
in supplement of and not in substitution for any powers to borrow
money for the purposes of the Company possessed by its directors
or officers independently of a borrowing by-law.
6 MEETINGS OF DIRECTORS
6.1 PLACE OF MEETING: Meetings of the directors and
of any committee of the directors may be held within or outside
Anguilla, except in [SPECIFY NAME OF COUNTRY]
6.2 NOTICE: A meeting of the directors may be convened at
any time by any director or the Secretary, when directed or authorized
by any director. The notice of any such meeting need not specify
the purpose of or the business to be transacted at the meeting.
Notice of any such meeting shall be served in the manner specified
in paragraph 18.1 hereof not less than two days (exclusive of
the day on which the notice is delivered or sent but inclusive
of the day for which notice is given) before the meeting is to
take place. A director may in any manner waive notice of a meeting
of the directors and attendance of a director at a meeting except
where a director attends a meeting for the express purpose of
objecting to the transaction of any business on the grounds that
the meeting is now lawfully called.
6.2.1 It shall not be necessary to give notice of a meeting
of the directors to a newly elected or appointed director for
a meeting held immediately following the election of directors
by the shareholders or the appointment to fill a vacancy among
6.3 QUORUM: ! INSERT NUMBER OF DIRECTORS ! shall form a quorum
for the transaction of business and, not withstanding any vacancy
among the directors, a quorum may exercise all the powers of the
directors. No business shall be transacted at a meeting of directors
unless a quorum is present. However, a quorum of one will suffice
in circumstances as determined by the directors where there exists
a conflict of interest requiring one or more directors to abstain
6.3.1 A director may, if all the directors consent, participate
in a meeting of directors or of any committee of the directors
by means of such telephone or other communications facilities
as permit all persons participating in the meeting to hear each
other and a director participating in such a meeting by such means
is deemed to be present at that meeting. If a director participating
in such a meeting is then in Anguilla, the meeting shall be deemed
to have been held in Anguilla.
6.4 VOTING: Questions arising at any meeting of the directors
shall be decided by a majority of votes. In case of an equality
of votes, the chairman of the meeting in addition to his original
vote shall have a second or casting vote.
6.5 RESOLUTION IN WRITING: Notwithstanding any of the
foregoing provisions of this by-law a resolution in writing signed
by all the directors entitled to vote on that resolution at a
meeting of the directors or any committee of the directors is
as valid as if it had been passed at a meeting of the directors
or any committee of the directors.
7 REMUNERATION OF DIRECTORS
7.1 The remuneration to be paid to the directors shall
be such as the shareholders may from time to time determine and
such remuneration may be in addition to the salary paid to any
officer or employee of the Company who is also a director, unless
otherwise resolved by the shareholders. The directors may award
special remuneration to any director undertaking any special services
on the Company's behalf other than the routine work ordinarily
required of a director and the confirmation of any such resolution
or resolutions by the shareholders shall not be required. The
directors shall also be entitled to be paid their travelling and
other expenses properly incurred by them in connection with the
affairs of the Company.
8 SUBMISSION OF CONTRACTS OR TRANSACTIONS TO SHAREHOLDERS
8.1 The directors in their discretion may submit any contract,
act or transaction for approval or ratification at any annual
meeting of the shareholders called for the purpose of considering
the same and, any such contract, act or transaction that is approved
or ratified or confirmed by a resolution passed by a majority
of the votes cast at any such meeting (unless any different or
additional requirement is imposed by the Ordinance or by the Company's
articles or any other by-law) shall be as valid and as binding
upon the company and upon all the shareholders as though it had
been approved, ratified or confirmed by every shareholder of the
9 FOR THE PROTECTION OF DIRECTORS AND OFFICERS
9.1 No director or officer of the Company shall be liable
to the Company for:
(a) the acts, receipts, neglects or defaults
of any other director or officer or employee or for joining in
any receipt or act for conformity;
(b) any loss, damage or expense incurred by
the Company through the insufficiency or deficiency of title to
any property acquired by the Company or for or on behalf of the
(c) the insufficiency or deficiency of any
security in or upon which any of the moneys of or belonging to
the Company shall be placed out or invested;
(d) any loss or damage arising from the bankruptcy,
insolvency or tortious act of any person, including any person
with who moneys, securities or effects shall be lodged or deposited;
(e) any loss, conversion, misapplication or
misappropriation of or any damage resulting from any dealings
with any moneys, securities or other assets belonging to the Company;
(f) any other loss, damage or misfortune whatever
which may happen in the execution of the duties of his respective
office or trust or in relation thereto;
unless the same happens by or through his failure to exercise
the powers and to discharge the duties of his office honestly
and in good faith with a view to the best interests of the Company
and in connection therewith to exercise the care, diligence and
skill that a reasonably prudent person would exercise in comparable
9.2 Nothing herein contained shall relieve a director or officer
from the duty to act in accordance with the Ordinance or regulations
made thereunder or relieve him from liability for a breach thereof.
9.3 The directors for the time being of the Company shall
not be under any duty or responsibility in respect of any contract,
act or transaction whether or not made, done or entered into in
the name or on behalf of the Company, except such as are submitted
to and authorized or approved by the directors.
9.4 If any director or officer of the Company is employed
by or performs services for the Company otherwise than as a director
or officer or is a member of a firm or a shareholder, director
or officer of a body corporate which is employed by or performs
services for the Company, the fact of his being a shareholder,
director or officer of the Company shall not disentitle such director
or officer or such firm or body corporate, as the case may be,
from receiving proper remuneration for such services.
10 INDEMNITIES TO DIRECTORS AND OFFICERS
10.1 Subject to Section 51 of the Ordinance, the Company
shall indemnify a director or person who acts or acted at the
Company's request as a director or officer of a body corporate
of which the Company is or was a shareholder or creditor, and
his personal representatives, against all costs, charges and expenses,
including an amount paid to settle an action or satisfy a judgement,
reasonably incurred by him in respect of any civil, criminal or
administrative action or proceeding to which he is made a party
by reason of being or having been a director or officer of such
(a) he acted honestly and in good faith with
a view to the best interests of the Company; and
(b) in the case of a criminal or administrative
action or proceeding that is enforced by a monetary penalty, he
had reasonable grounds for believing that this conduct was lawful.
11.1 APPOINTMENT: The directors shall, as often as may
be required, designate such offices and appoint such officers
as the directors deem necessary.
11.2 REMUNERATION: The remuneration of all officers appointed
by the directors shall be determined from time to time by resolution
of the directors. The fact that any officer or employee is a
director or shareholder of the Company shall not disqualify him
from receiving such remuneration as may be determined.
11.3 POWERS AND DUTIES: All officers shall sign such
contracts, documents or instruments in writing as require their
respective signatures and shall respectively have and perform
all powers and duties incident to their respective offices and
such other powers and duties respectively as may from time to
time be assigned to them by the directors.
11.4 DELEGATION: In case of the absence or inability to
act of any officer of the Company, except a Managing Director,
or for any other reason that the directors may deem sufficient
the directors may delegate all or any of the powers of such officer
to any other officer or to any director.
11.5 VACANCIES: If the office of any officer of the Company
becomes vacant by reason of death, resignation, disqualification
or otherwise, the directors by resolution shall, in the case of
the Secretary, and may, in the case of any other office, appoint
a person to fill such vacancy.
11.6 TENURE: Unless he vacates office under paragraph 11.1
or 11.5 hereof, an officer, who is a director shall continue in
office for so long as he is a director of the Company notwithstanding
that, from time to time, his term of office as a director may
expire and he may be re-elected a director of the Company.
12 SHAREHOLDERS' MEETINGS
12.1 ANNUAL MEETING: Subject to the provisions of
Section 54 of the Ordinance, the annual meeting of the shareholders
shall be held on such day in each year and at such time as the
directors may by resolution determine at any place within Anguilla
or, if all the shareholders entitled to vote at such meeting so
agree, outside Anguilla.
12.2 SPECIAL MEETINGS: Special meetings of the shareholders
may be convened by order of the directors at any date and time
and at any place within Anguilla or, if all the shareholders entitled
to vote at such meeting so agree, outside Anguilla.
12.3 NOTICE: A printed, written, typewritten notice or notice
given by electronic means stating the day, hour and place of meeting
shall be given by serving such notice on each shareholder entitled
to vote at such meeting, on each director and on the auditor of
the Company in the manner specified in paragraph 18.1 hereof,
not less than seven days before the date of the meeting. Notice
of a meeting at which special business is to be transacted shall
state (a) the nature of that business in sufficient detail to
permit the shareholder to form a reasoned judgement thereon, and
(b) the text of any special resolution to be submitted to the
12.4 WAIVER OF NOTICE: A shareholder and any other person
entitled to attend a meeting of shareholders may in any manner
waive notice of a meeting of shareholders and attendance of any
such person at a meeting of shareholders shall constitute a waiver
of notice of the meeting except where such person attends a meeting
for the express purpose of objecting to the transaction of any
business on the grounds that the meeting is not lawfully called.
12.5 OMISSION OF NOTICE: The accidental omission to give
notice of a meeting or any irregularity in the notice of any meeting
or the non-receipt of any notice by any shareholder, director
or the auditor of the Company shall not invalidate any resolution
passed or any proceedings taken at any meeting of the shareholders.
12.6 VOTES: Every question submitted to any meeting of shareholders
shall be decided by a show of hands unless a person entitled to
vote at the meeting shall demand a ballot and, if the articles
so provide, in the case of an equality of votes the chairman of
the meeting shall on a ballot have a casting vote in addition
to any votes to which he may be otherwise entitled.
12.6.1 At every meeting at which he is entitled to vote, every
shareholder, proxy holder or individual authorized to represent
a shareholder, who is present in person shall have one vote on
a show of hands. Upon a ballot at which he is entitled to vote,
every shareholder shall, subject to the articles, have one vote
for every share held by the shareholder.
12.6.2 At any meeting, unless a ballot is demanded, a declaration
by the chairman of the meeting that a resolution has been carried
or carried unanimously or by a particular majority or lost or
not carried by a particular majority shall be conclusive evidence
of the fact.
12.6.3 A ballot may, either before or after any vote by a show
of hands, be demanded by any person, entitled to vote at the meeting.
If at any meeting a ballot is demanded on the election of a chairman
or on the question of adjournment it shall be taken forthwith
without adjournment. If at any meeting a ballot is demanded on
any other question or as to the election of directors, the vote
shall be taken by ballot in such manner and either at once, later
in the meeting or after adjournment as the chairman of the meeting
directs. The result of a ballot shall be deemed to be the resolution
of the meeting at which the ballot was demanded. A demand for
a ballot may be withdrawn.
12.6.4 If two or more persons hold shares jointly, one of those
holders present at a meeting of shareholders may, in the absence
of the other, vote on the shares; but if two or more of those
persons who are present, in person or by proxy, vote, they must
vote as one on the shares jointly held by them.
12.7 PROXIES: Votes at meetings of shareholders may
be given either personally or by proxy or, in the case of a shareholder
who is a body corporate or association, by an individual authorized
by a resolution of the directors or governing body of that body
resolution or association to represent it at meeting of shareholders
the Company and a body corporate or association so represented
shall be deemed to be present in person.
12.7.1 A proxy shall be executed by the shareholder or his attorney
authorized in writing and is valid only at the meeting in respect
of which it is given or any adjournment thereof.
12.7.2 A person appointed by proxy need not be a shareholder.
12.7.3 Subject to section 54 of the Ordinance, a proxy may be
in the following form:
The ! INSERT NAME OF COMPANY ! hereby appoints failing
him or as the nominee
of the undersigned to attend and act for the undersigned and on
behalf of the undersigned at the meeting of the shareholders of
the said Company to be held on the day of 19_
_ and at any adjournment or adjournment thereof in the same manner,
to the same extent and with the same powers as if the undersigned
were present at the said meeting or such adjournment or adjournments
Dated this day of 19_ _.
Signature of Shareholder.
12.8 ADJOURNMENT: The chairman of any meeting may with the
consent of the meeting adjourn the same from time to time to a
fixed time and place and no notice of such adjournment need be
given to the shareholders, unless the meeting is adjourned by
one or more adjournments for an aggregate of thirty days or more
in which case notice of the adjourned meeting shall be given as
for an original meeting. Any business that might have been brought
before or dealt with at the original meeting in accordance with
the notice calling the same may be brought before or dealt with
at any adjourned meeting for which no notice is required.
12.9 QUORUM: Subject to the Ordinance, a quorum of shareholders
is present at a meeting of shareholders if at least two shareholders
holding between them a clear majority of shares entitled to vote
at the meeting, are present in person or by proxy. If there is
only one shareholder entitled to vote at any meeting, he shall
constitute a meeting if present in person or by proxy as provided
by Section 54 of the Ordinance. If a quorum is present at the
opening of any meeting of the shareholders, the shareholders present
or represented may proceed with the business of the meeting notwithstanding
a quorum is not present throughout the meeting. If a quorum is
not present within thirty minutes of the time appointed for a
meeting of shareholders, the meeting shall stand adjourned to
the same day two weeks thereafter at the same time and place;
and, if at the adjourned meeting a quorum is not present within
thirty minutes of the appointed time, the shareholders present
constitute a quorum.
12.10 RESOLUTION IN LIEU OF MEETING: Notwithstanding any
of the foregoing provisions of this by-law, a resolution in writing
signed by all the shareholders entitled to vote on that resolution
at a meeting of the shareholders is, as valid as if it had been
passed at a meeting of the shareholders.
13.1 ALLOTMENT AND ISSUANCE: Subject to the Ordinance
and the articles, shares of the Company may be allotted and issued
by resolution of the directors at such time and on such terms
and conditions and to such persons or class of persons as the
13.2 CERTIFICATES: Share certificates and the form of share
transfer shall, subject to Part I of the Regulations, be in such
form as the directors may by resolution approve and such certificates
shall be signed by any two officers or directors.
13.2.1 The directors or any agent designated by the directors
may in their or his discretion direct the issuance of a new shares
or other such certificate in lieu of and upon cancellation of
a certificate that has been mutilated or in substitution for a
certificate claimed to have been lost, destroyed or wrongfully
taken, on payment of such reasonable fee and on such terms as
to indemnity, reimbursement of expenses and evidence of loss and
of title as the directors may from time to time prescribe, whether
generally or in any particular case.
14 TRANSFER OF SHARES AND DEBENTURES
14.1 TRANSFER: The shares or debentures of the Company
may be transferred by a written instrument of transfer signed
by the transferor and naming the transferee.
14.2 REGISTERS: Registers of shares and debentures issued
by the Company shall be kept at the registered office of the Company
or at such other place in Anguilla as may from time to time be
designated by resolution of the directors.
14.3 SURRENDER OF CERTIFICATES: Subject to Part I of the
Regulations, no transfer of shares or debentures of the Company
shall be registered unless or until the certificate representing
the shares or debentures to be transferred has been surrendered
14.4 SHAREHOLDER INDEBTED TO THE COMPANY: If so provided
in the articles, the Company has a lien on a share registered
for a debt of that shareholder to the Company. By way of enforcement
of such lien, the directors may refuse to permit the registration
of a transfer of such share.
15.1 The directors may from time to time by resolution
declare and the Company may pay dividends on the issued and outstanding
shares in the capital of the Company subject to the provisions
(if any) of the articles and Section 30 of the Ordinance.
15.1.1 In case several persons are registered as the joint holders
of any shares, any one of such persons may give effectual receipts
for all dividends and payments on account of dividends.
16 VOTING IN OTHER COMPANIES
16.1 All shares or debentures carrying voting rights in
any other body corporate that are held from time to time by the
Company may be voted, at any and all meetings of shareholders,
or debenture holders, as the case may be, of such other body corporate,
in such manner and by such person or persons as the directors
of the company shall from time to time determine. The officers
of the Company may for and on behalf of the Company from time
(a) execute and deliver proxies; and
(b) arrange for the issuance of voting certificates
or other evidence of the right to vote;
in such names as they may determine without the necessity
of a resolution or other action by the directors.
17 INFORMATION AVAILABLE TO SHAREHOLDERS
17.1 Except as provided by the Ordinance, no shareholder
shall be entitled to any information respecting any details or
conduct of the Company's business which in the opinion of the
directors would be contrary to the interest of the Company to
communicate to the public.
17.2 The directors may from time to time, subject to rights
conferred by the Ordinance, determine whether and to what extent
and at what time and place and under what conditions or regulations
the documents, books and registers and accounting records of the
Company or any of them shall be open to the inspection of shareholders
and no shareholder shall have any right to inspect any document
or book or register or accounting record of the Company except
as conferred by statute or authorized by the directors or by a
resolution of the shareholders.
18.1 METHOD OF GIVING NOTICE: Any notice or other document
required by the Ordinance, the articles or the by-laws to be sent
to any shareholder, debenture holder, director or auditor may
be delivered personally or sent by prepaid mail or cable, telex
or other electronic means to any such person at his last address
as shown in the records of the Company or the Company's transfer
agent and to any such director at his last address as shown in
the records of the Company and to the auditor at his business
18.2 WAIVER OF NOTICE: Notice may be waived or the time
for the notice may be waived or abridged at any time with the
consent in writing of the person entitled thereto.
18.3 UNDELIVERED NOTICES: If a notice or document is sent
to a shareholder or debenture holder by prepaid mail in accordance
with this paragraph and the notice or document is returned on
three consecutive occasions because the shareholder or debenture
holder cannot be found, it shall not be necessary to send any
further notices or documents to the shareholder or debenture holder
until he informs the Company in writing of his new address.
18.4 SHARES AND DEBENTURES REGISTERED IN MORE THAN ONE NAME:
All notices or other documents with respect to any shares
or debentures registered in the names of more than one person
shall be given to whichever of such persons is named first in
the records of the Company and any notice or other document so
given shall be sufficient notice of delivery to all the holders
of such shares or debentures.
18.5 PERSONS BECOMING ENTITLED BY OPERATION OF LAW: Every
person who by operation of law, transfer or by any other means
whatsoever becomes entitled to any share is bound by every notice
or other document in respect of such share that, previous to his
name and address being entered in the records of the Company,
is duly given to the person from whom he derives his title to
18.6 DECEASED SHAREHOLDER: Any notice or other document
delivered or sent by prepaid mail, cable, telex or other electronic
means or left at the address of any shareholder notwithstanding
that such shareholder is deceased, and whether or not the Company
has notice of his death, is deemed to have been duly served in
respect of the shares held by him (whether held solely or with
any other person) until some other person is entered in his stead
in the records of the Company as the holder or one of the holders
thereof and such service shall for all purposes be deemed a sufficient
service of such notice or document on his personal representatives
and on all persons, if any, interested in such shares.
18.7 SIGNATURE TO NOTICES: The signature of any director
or officer of the Company to any notice or document to be given
by the Company may be written, stamped, typewritten or printed
or partly written, stamped, typewritten or printed.
18.8 COMPUTATION OF TIME: Where a notice extending over
a number of days or other period is required under any provisions
of the articles or the by-laws the day of sending the notice shall,
unless it is otherwise provided, be counted in such number of
days or other period.
18.9 PROOF OF SERVICE: Where a notice required under paragraph
18.1 hereof is delivered personally to the person to whom it is
addressed or delivered to his address as mentioned in paragraph
18.1 hereof, service shall be deemed to be at the time of delivery
of such notice.
18.9.1 Where such notice is sent by post, service of the notice
shall be deemed to be effected forty eight hours after posting
if the notice was properly addressed and posted by prepaid mail.
18.9.2 A certificate of an officer of the Company in office at
the time of the making of the certificate or of any transfer agent
of shares of any class of the Company as to facts in relation
to the delivery or sending of any notice shall be conclusive evidence
of those facts.
19 CHEQUES, DRAFTS AND NOTES
19.1 All cheques, drafts or orders for the payment of money
and all notes and acceptances and bills of exchange shall be signed
by such officers or persons and in such manner as the directors
may from time to time designate by resolution.
20 EXECUTION OF INSTRUMENTS
20.1 Contracts, documents or instruments in writing requiring
the signature of the Company may be signed by any two officers
or directors, and all contracts, documents and instruments in
writing so signed shall be binding upon the Company without any
further authorization or formality. The directors shall have
power from time to time by resolution to appoint any officers
or persons on behalf of the Company either to sign certificates
for shares in the Company and contracts, documents and instruments
in writing generally or to sign specific contracts, documents
or instruments in writing.
20.1.1 An official seal which the Company may have, as it is
authorized to do by paragraph 3.2 hereof, may be affixed to any
document to which the Company is part in the country, district
or place where such official seal can be used by a person appointed
for that purpose by the Company by an instrument in writing under
the common seal.
21.1 The signature of any officer or director of the Company
or of any officer or persons, appointed pursuant to paragraph
20.1 hereof by resolution of the directors may, if specifically
authorized by resolution of the directors, be printed, engraved,
lithographed or otherwise mechanically reproduced upon any certificate
for shares in the Company or contract, document or instrument
in writing, bond, debenture or other security of the Company executed
or issued by or on behalf of the Company. Any document or instrument
in writing on which the signature of any such officer or person
is so reproduced shall be deemed to have been manually signed
by such officer or person whose signature is so reproduced and
shall be valid to all intents and purposes if such document or
instrument in writing had been signed manually and notwithstanding
that the officer or person whose signature is so reproduced has
ceased to hold office at the date on which such document or instrument
in writing is delivered or issued.
22 FINANCIAL YEAR
22.1 The directors may from time to time by resolution
establish the financial year of the Company.
ENACTED this day of 199 _ .
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