THE BAHAMAS THE INTERNATIONAL BUSINESS COMPANIES ACT, 2000

PART VI PROTECTION OF MEMBERS AND CREDITORS

59.

(1)   Subject to any limitations in the Memorandum or Articles or in any unanimous shareholder agreement, the directors of a company incorporated under this Act may convene meetings of the members of the company at such times and in such manner and places within or outside The Bahamas as the directors consider necessary or desirable.

(2)   Subject to a provision in the Memorandum or Articles or in any unanimous shareholder agreement for a lesser percentage, upon the written request of members holding more than 50 per cent of the votes of the outstanding voting shares in the company, the directors shall convene a meeting of members.

(3)   Subject to any limitations in the Memorandum or Articles, a member shall be deemed to be present at a meeting of members if ––

(a)    he participates by telephone or other electronic means; and

(b)   all members participating in the meeting are able to hear each other and recognise each other's voice and for this purpose participation constitutes prima facie proof of recognition.

(4)   A member may be represented at a meeting of members by a proxy who may speak and vote on behalf of the member.

(5)   The following provisions apply in respect of joint ownership of shares—

(a)    if 2 or more persons hold shares jointly each of them may be present in person or by proxy at a meeting of members and may speak as member;

(b)   if only one of them is present in person or by proxy, he may vote on behalf of all of them; and

(c)    if 2 or more are present in person or by proxy, they shall vote as one.

60.

(1)   Subject to a requirement in the Memorandum or Articles or in any unanimous shareholder agreement to give longer notice, the directors shall give not less than 7 days notice of meetings of members to those persons whose names on the date the notice appear as members in the Share Register referred to in section 29and are entitled to vote at the meeting.

(2)   Notwithstanding subsection (1) but subject to any limitations in the Memorandum or Articles or in any unanimous shareholder agreement, a meeting of members held in contravention of the requirement to give notice is valid if members holding a 90 per cent majority, or such lesser majority as may be specified in the Memorandum or Articles or in any unanimous shareholder agreement, of

(a)    the total number of the shares of the members entitled to vote on all the matters to be considered at the meeting; or

(b)   the votes of each class or series of shares where members are entitled to vote thereon as a class or series together with an absolute majority of the remaining votes,

have waived notice of the meeting; and for this purpose, the presence of a member at the meeting shall be deemed to constitute waiver on his part.

(3)   The inadvertent failure of the directors to give notice of a meeting to a member, or the fact that a member has not received the notice, does not invalidate the meeting.

61.        The quorum for a meeting of members for purposes of a resolution of members is that fixed by the Memorandum or Articles; but where no quorum is so fixed, a meeting of members is properly constituted for all purposes if at the commencement of the meeting there are present in person or by proxy shareholders representing more than one–half of the shares of each class or series thereof.

62.

(1)   Except as otherwise provided in the Memorandum or Articles, all shares vote as one class and each whole share has one vote.

(2)   The directors of a company incorporated under this Act may fix the date notice is given of a meeting as the record date for determining those shares that are entitled to vote at the meeting.

63.        Subject to any limitations in the Memorandum or Articles, an action that may be taken by members at a meeting of members may also be taken by a resolution of all members consented to in writing or by telex, telegram, telefax, cable or other written electronic communication, without the need for any notice.

64.

(1) Any notice, information or written statement required under this Act to be given to members by a company incorporated under this Act shall be served in the case of members holding registered shares —

(a)          in the manner prescribed in the Memorandum or Articles, as the case may be, or

(b)         in the absence of a provision in the Memorandum or Articles, by personal service or by mail addressed to each member at the address shown in the Share Register; and

65.

(1)   Any summons, notice, order, document, process, information or written statement to be served on a company incorporated under this Act may be served by leaving it, or by sending it by registered mail addressed to the company at its registered office or by leaving it with, or by sending it by registered mail to, the registered agent of the company.

(2)   Service of any summons, notice, order, document, process, information or written statement to be served on a company incorporated under this Act may be proved by showing that the summons, notice, order, document, process, information or written statement —

(a)    was mailed in such time as to admit to its being delivered in the normal course of delivery, within the period prescribed for service; and

(b)   was correctly addressed and the postage was prepaid.

66.

(1)   A company incorporated under this Act shall keep such financial statements accounts and records as the directors consider necessary or desirable in order to reflect the financial position of the company.

(2)   A company incorporated under this Act shall keep at its registered office—

(a)    a copy of the Memorandum and Articles and all amendments thereto

(b)   a register of all its directors and officers and such other records as the Minister may by order prescribe.

(3)   A company incorporated under this Act shall have a common seal and an imprint thereof shall be kept at the registered office of the company.

67.

(1)   A member of a company incorporated under this Act may, in person or by attorney and in furtherance of a proper purpose, request in writing specifying the purposes, to inspect during normal business hours the Share Register of the company and the books, records, minutes and consents kept by the company and to make copies or extracts therefrom.

(2)   For purposes of subsection (1), a proper purpose is a purpose reasonably related to the member's interest as a member.

(3)   If a request under subsection (1) is submitted by an attorney for a member, the request shall be accompanied by a power of attorney authorising the attorney to act for the member.

(4)   If the company, by a resolution of directors, determines that it is not in the best interest of the company or of any other members of the company to comply with a request under subsection (1), the company may refuse the request.

(5)   Upon refusal by the company of a request under subsection (1), the member may before the expiration of a period of 90 days of his receiving notice of the refusal, apply to the court for an order to allow the inspection.

68.

(1) Contracts may be entered into on behalf of a company incorporated under this Act as follows—

(a)    a contract that, if entered into between individuals, is required by law to be in writing and under seal, may be entered into by or on behalf of the company in writing under the common seal of the company, and may, in the same manner, be varied or discharged;

(b)   a contract that, if entered into between individuals, is required by law to be in writing and signed by the parties, may be entered into by or on behalf of the company in writing and signed by a person acting under the express or implied authority of the company, and may, in the same manner, be varied or discharged; and

(c)    a contract that, if entered into between individuals, is valid although entered into orally, and not reduced to writing, may be entered into orally by or on behalf of the company by a person acting under the express or implied authority of the company, and may, in the same manner, be varied or discharged.

(2)   A contract entered into in accordance with this section is valid and is binding on the company and its successors and all other parties to the contract.

(3)   Without affecting paragraph (a) of subsection (1), a contract, agreement or other instrument executed by or on behalf of a company by a director or an authorised officer or agent of the company is not invalid by reason only of the fact that the common seal of the company is not affixed to the contract, agreement or instrument.

69.

(1)   A person who enters into a written contract in the name of or on behalf of a company incorporated under this Act before the company comes into existence, shall be personally bound by the contract and is entitled to the benefits of the contract, except where —

(a)    the contract specifically provides otherwise; or

(b)     subject to any provisions of the contract to the contrary, the company adopts the contract, under subsection (2).

(2)   Within a period of 90 days after a company incorporated under this Act comes into existence, the company may, by any action or conduct signifying its intention to be bound thereby, adopt a written contract entered into in its name or on its behalf before it came into existence.

(3)   When a company adopts a contract under subsection (2) —

(a)    the company shall be bound by, and entitled to the benefits of, the contract as if the company had been in existence at the date of the contract and had been a party to it; and

(b)     subject to any provisions of the contract to the contrary, the person who acted in the name of or on behalf of the company ceases to be bound by or entitled to the benefits of the contract.

70.        A promissory note or bill of exchange shall be deemed to have been made, accepted or endorsed by a company incorporated under this Act if it is made, accepted or endorsed in the name of the company —

(a)    by or on behalf or on account of the company; or

(b)   by a person acting under the express or implied authority of the company;

and if so endorsed, the person signing the endorsement shall not be liable thereon.

71.

(1)   A company incorporated under this Act may, by an instrument in writing, whether or not under its common seal, authorize a person, either generally or in respect of any specified matters, as its agent to act on behalf of the company and to execute contracts, agreements, deeds and other instruments on behalf of the company.

(2)   A contract, agreement, deed or other instrument executed on behalf of the company by an agent appointed under subsection (1), whether or not under his seal, is binding on the company and has the same effect as if it were under the common seal of the company.

(3)   A power of attorney under this section applies both within and outside The Bahamas.

72.

(1)   A document requiring authentication or attestation by a company incorporated under this Act may be signed by a director, a secretary or by an authorised officer or agent of the company, and need not be under its common seal.

(2)   If the signature of any director, officer or agent authenticating or attesting any document is verified in writing by the registered agent of a company, the company is bound by the document.

73.         If at any time there is no member of a company incorporated under this Act, any person doing business in the name of or on behalf of the company is personally liable for the payment of all debts of the company contracted during the time and the person may be sued therefor without joinder in the proceedings of any other person.

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