|
|
1.
INTERPRETATION |
|
|
|
|
|
1.1
In these Bye-laws
and any Schedule below unless the context otherwise requires: |
|
|
|
|
|
|
"Approved Clubs" |
means the following Clubs and such other clubs as may be
approved in writing by the Board from time to time:-
The Bermuda Hunt Club
The Saddle Club of Bermuda
The Bermuda Dressage Group
The Bermuda Horse and Pony Association
The Bermuda Horse and Pony Driving Club
|
|
|
|
"Bermuda" |
means the
Islands of Bermuda |
|
|
|
|
|
|
“BCDS” |
means the Bermuda Council of Drug Free Sport or equivalent organisation
in Bermuda which is an affiliate of WADA from time to time; |
|
|
|
|
|
|
"Board" |
means the
Directors of the Company for the time being or the Directors present
at a meeting of Directors or (as the case may be) at a meeting of a
committee of the Board at which there is a quorum; |
|
|
|
|
|
|
"Board Resolution" |
means a resolution of the Board or, as the case may be, of a
committee, adopted either at a meeting of the Board or, as the case
may be, of a committee, or by written resolution in accordance with
the provisions of these Bye-laws; |
|
|
|
|
|
|
"Clear Days" |
in relation to the period of a notice means that period excluding
the day when the notice is given or deemed to be given and the day
for which it is given or on which it is to take effect; |
|
|
|
|
|
|
"Companies Act" |
means every Bermuda statute from time to time in force concerning
companies insofar as the same applies to the Company; |
|
|
|
|
|
|
"Company" |
means the company incorporated in Bermuda under the name of Bermuda
Equestrian Federation Limited on 6 October, 1999; |
|
|
|
|
|
|
“Club Representative” |
means the person nominated by
each of the Approved Clubs pursuant to Bye-law 10.2 to attend and
speak at meetings of the Board and approved by the Board from time
to time; |
|
|
|
|
|
|
"Directors" |
means the persons appointed by the Members as Directors from time to
time, in accordance with the Bye-laws; |
|
|
|
|
|
|
"Member" |
means any
person who is a Member of the Company pursuant to Bye-law 2.1 and "Members"
shall be construed accordingly; |
|
|
|
|
|
|
"Member Resolution" |
means a resolution of the Members
or, where required, of a separate class or separate classes of
Members, adopted either in general meeting or by written resolution
in accordance with the provisions of these Bye-laws; |
|
|
|
|
|
|
"Memorandum" |
means the
Memorandum of Association of the Company; |
|
|
|
|
|
|
"notice" |
means the
Memorandum of Association of the Company; |
|
|
|
|
|
|
"Officers" |
means
collectively the President, Vice-President(s), Treasurer, Secretary,
and such other officers as may be appointed by Board Resolution from
time to time and "Officer" shall be construed accordingly; |
|
|
|
|
|
|
"paid up” |
means paid
up or credited as paid up; |
|
|
|
|
|
|
"Register" |
means the
Register of Members of the Company; |
|
|
|
|
|
|
"Registered
Office" |
means the
registered office for the time being of the Company; |
|
|
|
|
|
|
"Reserve Fund" |
means a sum
of BD$12,000 as required by the Memorandum and such sums as the
Board shall add thereto; |
|
|
|
|
|
|
"Seal" |
means the
common seal of the Company and includes any duplicate thereof; |
|
|
|
|
|
|
"Secretary" |
includes a
temporary or assistant Secretary and any person appointed by the
Board to perform any of the duties of the Secretary; |
|
|
|
|
|
|
"these Bye-laws" |
means these Bye-laws in their
present form or as from time to time; |
|
|
|
|
|
|
“WADA” |
means the World Anti-Doping Association, which is an international
association which the BCDS is affiliated with; and |
|
|
|
|
|
|
"year" |
means calendar year, unless otherwise specifically stated. |
|
1.2 For the purposes of these
Bye-laws, the word "may" shall be construed as permissive and
"shall" shall be construed as imperative. |
|
1.3
For the purposes of these Bye-laws a corporation shall be deemed to
be present if person if its representative duly authorised pursuant
to the Companies Acts is present. |
|
1.4
Words importing only the singular number include the plural number
and vice versa. |
|
1.5
Words importing only the masculine gender include the feminine and
neuter genders respectively. |
|
1.6
Words importing persons include companies or associations or bodies
of persons, whether corporate or un-incorporate wherever
established. |
|
1.7
Reference to writing shall include typewriting, printing,
lithography, photography and other modes of representing or
reproducing words in a legible and non-transitory form |
|
1.8
Any words or expressions defined in the Companies Acts in force at
the date when these Bye-laws or any part thereof are adopted shall
bear the same meaning in these Bye-laws or such part (as the case
may be). |
|
2.
MEMBERSHIP |
|
2.1 Members:
The Members of the Company shall consist of such persons who are
admitted to membership in accordance with the Bye-law 2.2. The
number of Members with which the Company proposes to be registered
is unlimited and there may be such one or more classes of Members
having such rights and subject to such restrictions as determined by
Member Resolution from time to time. |
|
|
|
2.2 Admission to Membership: No person shall be admitted as a Member unless he is approved by
Board Resolution. Every person who wishes to become a Member shall
deliver to the Company a duly completed and signed application for
membership in such form as may be required from time to time by
Board Resolution. |
|
|
|
2.3 Transferability and Accessibility: Membership in
the Company is a personal right which shall not be transferable and
shall be non-assessable. |
|
|
|
2.4 The Register of Members: The Secretary shall establish and maintain a Register of Members
at the Registered Office in the manner prescribed by the Companies
Acts. Unless the Board otherwise determines, the Register 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. |
|
|
|
2.5 Funding of the Company: Every person admitted as a Member shall be liable to pay to the
Company such amounts as the Member shall have agreed to contribute
to the Company in that Member's application to join the Company.
The Treasurer or Secretary by notice in writing may from time to
time call upon each Member to pay all or part of its contribution
for the relevant financial year, and upon the giving of notice a
Member shall become liable to contribute such amount to the
Company. Any amounts so called constitute a debt due from the
Member to the Company, and shall be enforceable as such. |
|
|
|
3.
FRIENDS/ASSOCIATES MEMBERSHIP |
|
|
|
3.1 Friends/Associates Admission: It shall be lawful for the Board to provide for the admission
of such persons as it may think fit to be friends or associates of
the Company and for the rights, duties and liabilities (if any) of
such friends or associates, but so that such persons shall not
by virtue of being friends or associates as aforesaid be Members and
their rights (if any) shall not include a right to speak or vote at
general meetings of the Company |
|
|
|
3.2 Register of Friends/Associates: The
Secretary shall establish and maintain a register of such friends or
associates of the Company. |
|
|
|
4.
TERMINATION OF MEMBERSHIP
|
|
|
|
4.1 Cessation of Membership:
A Member shall ipso facto cease to be a Member if:-
|
|
|
|
a)
being an individual, he shall die or a
receiving order shall be made against him or he shall make any
arrangement or composition with his creditors generally; |
|
|
|
b) being an individual, he becomes incapable by reason of
mental disorder of managing and administering his property and
affairs; |
|
|
|
c) being a corporation,
it be wound up or dissolved; |
|
|
|
d) he gives not less than seven (7) Clear Days written notice
to the Company; or |
|
|
|
e)
any funds payable to the Company by a Member pursuant to Bye-law 2.4
are in arrears for more than three (3) months. |
|
|
|
4.2 Board Termination: The Board may also at its discretion, by Board Resolution,
terminate the Membership of any Member PROVIDED THAT the
requirements of natural justice shall be respected and a Member
shall be entitled to be heard in his own defence by the Board or a
committee of the Directors. |
|
|
|
4.3 Continuing Liability:
Any Member ceasing to be a Member pursuant to this Bye-law shall not
be entitled to any repayment of the amount paid pursuant to Bye-law
2.4 and shall continue to be liable to pay to the Company all sums
owed by such Member payable for that financial year. |
|
|
|
5.
MEETINGS OF MEMBERS |
|
|
|
5.1 Annual General Meetings: A general meeting of the Company shall be held at least once in
every year, either in Bermuda or elsewhere, at a time and place to
be fixed from time to time by the Board. |
|
|
|
5.2 Notice of Annual General Meeting:
Notice of such annual general meetings of the Company shall be given
by the President or the Secretary of the Company by mail to each
Member at his address as shown in the Register. Annual general
meetings shall be called by not less than twenty-one (21) Clear Days
notice in writing. The notice convening an annual general meeting
shall specify the meeting as such and state the date, place, time
and business to be transacted, and that the election of Directors
will take place thereat. |
|
|
|
5.3 Special General Meetings: All general meetings other
than annual general meetings shall be called special general
meetings. |
|
|
|
5.4 Notice of Special General Meetings: The Board or the President
of the Company may convene a special general meeting of the Members
upon at least fourteen (14) Clear Days notice in writing to each
Member, mailed to his address as shown in the Register. Such notice
shall specify the meeting as such and shall state the time, date,
place and business to be transacted at such meeting. Such meeting
may be held in Bermuda or elsewhere. |
|
|
|
5.5 General Meetings Requisitioned by Members: The
Board shall, on the requisition of Members pursuant to the Companies
Acts, forthwith proceed to convene a special general meeting for a
date not later than eight (8) weeks after receipt of the
requisition. If the Board shall fail to convene such special
general meeting following such requisition by the Members, then such
meeting may be convened by Members representing not less than
one-tenth (1/10th) of the total voting rights of all the
Members having at the relevant time a right to vote at general
meetings of the Company. |
|
|
|
5.6 Validity of Meetings held on Short Notice:
Except as otherwise provided in these Bye-laws, general meetings of
the Members may be duly held on shorter notice than that required by
Bye-law 5.2 or (as the case may be) Bye-law 5.4 if it is agreed:- |
|
|
|
a) in the case of an annual general meeting, by all Members
entitled to attend and vote thereat; and |
|
|
|
b) in the case of any other general meeting, by a majority
in number of the Members having a right to attend and vote being a
majority together holding not less than ninety-five (95%) per cent
of the total voting rights at the meeting of all the Members. |
|
|
|
A consent in writing in respect of any such notice, signed by a
Member, whether before or after the time of the meetings, shall be
deemed equivalent to the giving of due notice to such Member. |
|
|
|
5.7 Electronic Meetings of Members: A Meeting of the Members
or any class thereof may be held by means of such telephone,
electronic or other communication facilities as permit all persons
participating in the meeting to communicate with each other
simultaneously and instantaneously, and participation in such a
meeting shall constitute presence in person at such meeting. |
|
|
|
5.8 Accidental Omission: 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 notice shall not invalidate
the proceedings at that meeting. |
|
|
|
5.9 Recipients of Notice: Notice of a meeting shall be given to all the Members,
the Directors and the auditor. |
|
|
|
6.
WRITTEN RESOLUTIONS |
|
|
|
6.1 Ambit of Written Resolutions:
Except in the case of the removal of auditors and Directors,
anything which may be done by Member Resolution of the Company in
general meeting or by Member Resolution of a meeting of any class of
the Members may, without a meeting and without any previous notice
being required, be done by Member Resolution in writing, signed by
all of the Members or their proxies, or in the case of a Member that
is a corporation (whether or not a company within the meaning of the
Companies Acts) on behalf of such Member, being all of the Members
who at the date of the Member Resolution in writing would be
entitled to attend a meeting and vote on the Member Resolution. |
|
|
|
6.2 Form of Written Resolutions:
A Member Resolution in writing may be signed by, or in the case of a
Member that is a corporation (whether or not a company within the
meaning of the Companies Acts), on behalf of, all the Members of the
Company, or any class thereof, in as many counterparts as may be
necessary. |
|
|
|
6.3 Effective Date:
For the purposes of this Bye-law, the date of the Member Resolution
in writing is the date when the Member Resolution is signed by, or
in the case of a Member that is a corporation (whether or not a
company within the meaning of the Companies Acts), on behalf of, the
last Member to sign and any reference in any enactment to the date
of passing of a Member Resolution is, in relation to a Member
Resolution in writing made in accordance with this Bye-law, a
reference to such date. |
|
|
|
6.4 Validity of Written Resolutions:
A Member 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
Members, as the case may be. A Member Resolution in writing made in
accordance with this Bye-law shall constitute minutes for the
purposes of the Companies Acts and these Bye-laws. |
|
|
|
7.
PROCEEDINGS AT GENERAL MEETINGS
|
|
|
|
7.1 Transaction of Business:
No business shall be transacted at any 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. |
|
|
|
7.2 Quorum:
Save as otherwise provided by these Bye-laws, at least two (2)
Members present in person or by proxy and entitled to vote shall be
a quorum for all purposes; PROVIDED HOWEVER, that if the Company
shall have only one Member, one Member present in person or by proxy
shall constitute the necessary quorum. |
|
|
|
7.3 Lack of Quorum:
If within thirty (30) 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 or, if during a meeting such a
quorum ceases to be present, the meeting, if convened on the
requisition of, or by, Members, 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. If at such
adjourned meeting a quorum is not present within fifteen (15)
minutes from the time appointed for holding the meeting, the Members
or (as the case may be) sole Member present in person or by proxy
shall be a quorum. |
|
|
|
7.4 Chairman of the Meeting:
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 fifteen (15) 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 Members present and entitled to vote on a poll shall
elect one of their number to be chairman. |
|
|
|
7.5 Directors' Participation: Each Director shall
(notwithstanding that he is not a Member) be entitled to attend and
speak at any general meeting of the Company. |
|
|
|
7.6 Adjournment of Meetings:
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), |
|
|
|
8.
VOTING AT GENERAL MEETINGS |
|
|
|
8.1. Voting Rights:
Save as otherwise provided in these Bye-laws, at any meeting of the
Members, each Member shall be entitled to one vote. Votes of the
Members may be given in person or by proxy and, for all purposes, a
Member may designate a person who is a Member to represent such
Member at any such general meeting. A Member shall not be entitled
to vote at any general meeting unless all moneys presently owing by
him and demanded by the Company have been paid. |
|
|
|
8.2 Majority Vote:
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. |
|
|
|
8.3 Manner of Voting:
At any general meeting, a Member Resolution put to the vote of the
meeting shall be decided on a show of hands unless (before or on the
declaration of the result of the show of hands 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 two (2) Members present in
person or represented by proxy (and having the right to vote); or |
|
|
|
c) any Member or Members present in person or by proxy and
representing not less than one tenth of the total voting rights of
all the Members having the right to vote at such meeting. |
|
|
|
Unless a poll is so demanded and the demand is not withdrawn, a
declaration by the chairman of the meeting that a Member Resolution
has, on a show of hands, been carried or carried unanimously or by a
particular majority or not carried by a particular majority or lost
shall be final and conclusive, and an entry to that effect in the
minutes of the meeting shall be conclusive evidence of the fact
without proof of the number of votes recorded in favour of or
against such Member Resolution. |
|
|
|
8.4 Result of the Poll: If a
poll is duly demanded, the result of the poll shall be deemed to be
the Member Resolution of the meeting at which the poll is demanded. |
|
|
|
8.5 Timing of the Poll: 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. |
|
|
|
8.6 Continuation of the Meeting: 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. |
|
|
|
8.7 Votes on a Poll: On a poll, every Member present in person or by proxy shall
have one vote. On a poll, votes may be given personally or by
proxy. |
|
|
|
8.8 Casting Vote: In the case of an equality of votes at a general meeting,
whether on a show of hands or on a poll, the chairman of such
meeting shall be entitled to a second or casting vote. |
|
|
|
8.9 Incapacity of a Member: A Member 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 Member for the purpose of general meetings. |
|
|
|
8.10 Objections or Error: 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 Member 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 Member 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. |
|
|
|
9.
PROXIES AND CORPORATE REPRESENTATIVES
|
|
|
|
9.1 Instrument of Proxy: 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. |
|
|
|
9.2 Standing Proxy: Any Member 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,
Member Resolutions in writing, as the case may be, until notice of
revocation is received at the Registered Office. 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 Member is present or in respect to which the Member 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. |
|
|
|
9.3 Delivery of Valid Proxy: Subject to Bye-law 9.2, 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 (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 Member 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 Member Resolution, prior to the effective date of the
written Member Resolution and in default the instrument of proxy
shall not be treated as valid. |
|
|
|
9.4 Form of Proxy: 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 Member
Resolution forms of instruments of proxy for use at that meeting or
in connection with that written Member 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 Member
Resolution or amendment of a Member 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. |
|
|
|
9.5 Votes by Proxy:
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 (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 Member Resolution at which the instrument of proxy is
used. |
|
|
|
9.6 Waiver of Proxy Provisions: 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 Member at general meetings or to sign written Member
Resolutions |
|
|
|
10.
APPOINTMENT AND REMOVAL |
|
|
|
10.1 Number of Directors: Subject to the provisions of these Bye-laws
and the Companies Act, the minimum size of the Board shall not be
less than two (2) Directors or such greater number of Directors as
may be fixed by Member Resolution from time to time and the maximum
number of Directors shall be unlimited unless otherwise fixed by
Member Resolution from time to time PROVIDED THAT
a person shall only be eligible to be appointed a Director if he is
at such time also a Member |
|
|
|
10.2 Club Representatives: Each of the Approved Clubs shall deposit at the
Registered Office a standing or annual nomination of its
representative (who must be a Member) to be appointed as its Club
Representative by the Board following the holding of the annual
general meeting or pursuant to Bye-law 10.5. Such nomination shall
be in writing and delivered to the Registered Office prior to the
holding of the relevant Board meeting. In the absence of such
delivery by a particular Approved Club, the last deposited
nomination of a Club Representative shall apply. |
|
|
|
10. 3 Appointment of Directors:
The Directors shall be elected
by the Members at each annual general meeting of the Company. |
|
|
|
10.4 Term of Office:
Each Director shall be elected to hold office until either :- |
|
|
|
a) the conclusion of the next annual general meeting; or |
|
b) his successor is elected or appointed; or |
|
c) he is disqualified or removed pursuant to Bye-law 11. |
|
|
|
10.5 Vacancies and Additional Directors/Club Representatives:
The following provisions shall apply in the case of vacancies in
Directors and/or Club Representatives: |
|
|
|
a)
In the event of a
casual vacancy on the Board or by way of addition to the Board,
the Board may appoint a Member who is willing to act to be a
Director who shall retain his office only until the next annual
general meeting, but he shall then be eligible for re-election
provided that the prescribed
maximum number of Directors (if any) is not thereby exceeded; and |
|
|
|
b)
In the case of a
Club Representative who has for whatsoever reason vacated the
position during the course of the year, then the applicable Approved
Club may nominate another person to be its Club Representative, and
that nominee shall be presented to the Board for approval and,
subject to such Board approval, shall be the applicable Club
Representative until the next annual general meeting, and thereafter
shall be eligible to continue as the applicable Club Representative,
subject to Board approval following the following the annual general
meeting pursuant to Bye-law 10.2. |
|
|
|
10.6 Member Termination: Subject
to the provisions to the contrary in the Companies Act or these
Bye-laws, the Company may in a special general meeting called for
that purpose remove a Director PROVIDED THAT notice of any such
meeting shall be served upon the Director concerned not less than
fourteen (14) days before the meeting and he shall be entitled to be
heard at that meeting. Subject to the provisions of Bye-law 10.1,
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. |
|
|
|
11.
RESIGNATION AND DISQUALIFICATION OF DIRECTORS |
|
|
|
The office of a Director shall be vacated upon the
happening of any of the following events if such Director:- |
|
|
|
a) resigns his office by notice in writing
delivered to the Registered Office or tendered at a meeting of the
Board; |
|
|
|
b) 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; |
|
|
|
c) becomes bankrupt or makes any arrangement or composition
with his creditors; |
|
|
|
d) is prohibited by law from being a Director; |
|
|
|
e) ceases to be a Director by virtue of the Companies Acts
or is removed from office pursuant to these Bye-laws; |
|
|
|
f) ceases to be a Member; or |
|
|
|
g) shall for more than six (6) consecutive months have been
absent without permission of the Board from meetings of Directors
held during that period and the Board resolves that his office be
vacated. |
|
|
|
12.
ALTERNATE DIRECTORS |
|
|
|
12.1 Appointment of Alternate Director:
The Company may by Member 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,
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 Member Resolution and, if
appointed by the Board, may be removed by Board Resolution. 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. |
|
|
|
12.2 Powers of Alternate Director: An Alternate Director
shall be entitled to receive notices of all meetings of Directors
and of all meetings of committees of Directors of which his
appointor is a Member, 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. |
|
|
|
12.3 Regulation of Alternate
Director: 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. |
|
|
|
12.4 Voting by Alternate 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 Member 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. |
|
|
|
13. REGISTER OF DIRECTORS AND OFFICERS |
|
|
|
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. |
|
|
|
|
|
13.
REMUNERATION OF DIRECTORS |
|
|
|
14.1 Remuneration:
The remuneration, if any, of the Directors shall from time to time
be determined by the Board. |
|
|
|
14.2 Expenses:
The Directors may be paid for reasonable travelling, hotel and other
expenses properly incurred by them in attending and returning from
meetings of the Board, or of any committee of the Board or of
general meetings of the Company or otherwise in connection with the
business of the Company. |
|
|
|
14.
DIRECTORS' INTERESTS |
|
|
|
15.1 Other Positions: A Director may hold any position for which he receives
remuneration from the Company other than the office of auditor for
such period and on such terms as the Members may from time to time
determine by Member Resolution and no Director or intended Director
shall be disqualified by his office from contracting with the
Company, either with regard to his tenure of any such office or
place of profit or as vendor, purchaser or otherwise, not shall any
such contract or any contract or arrangement entered into by or on
behalf of the Company in which any Director is in any way interested
be liable to be voided, nor shall any Director so contracting or
being so interested be liable to account to the Company for any
profit realised by any such contract or arrangement by reason of
such Director holding that office or of the fiduciary relation
thereby established. |
|
|
|
15.2 Professional Services: Any Director may act by himself or by his firm
in a professional capacity for the Company, and he or his firm shall
be entitled to remuneration for professional services when
authorised by the Board, PROVIDED THAT nothing herein contained
shall authorise a Director or his firm to act as auditor to the
Company. |
|
|
|
15.3 Accountability: 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. |
|
|
|
15.4 Disclosure of Interest: 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. |
|
|
|
15.
POWERS AND DUTIES OF THE BOARD |
|
|
|
16.1 General Powers:
Subject to the provisions of the Companies Acts and these Bye-laws
and to any directions given by the Company by Member Resolution, the
business of the Company shall be managed and conducted by the
Board. The Board may pay all expenses incurred in promoting and
incorporating the Company and may exercise all the powers of the
Company as are not by the Companies Act or these Bye-laws required
to be exercised by the Company in general meeting. No alteration of
these Bye-laws and no such direction 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 authority or power
given to the Board by these Bye-laws. |
|
|
|
16.2 Competent Board:
A meeting of the Board at which a quorum is present shall be
competent (by Board Resolution decided on a simple majority vote of
the Directors present in person or by proxy) to exercise all the
powers, authorities and discretions for the time being vested in or
exercisable by the Board. |
|
|
|
16.3 General Supervision:
The Board shall exercise a general supervision over the affairs of
the Company and, without limiting the foregoing, it shall be
responsible for the correct keeping of the books and for the
safe-keeping of all moneys, securities and other assets of the
Company. The Board shall submit the books, accounts and vouchers of
the Company to its auditor whenever required to do so and shall
furnish such information and explanation to the auditor as may be
necessary for the performance of his duties. |
|
|
|
16.4 Reserve Fund:
The Company in general meeting shall establish a Reserve Fund in an
amount of not less than BD$12,000 which amount may be utilised by
the Board to meet the debts and obligations of the Company and such
Reserve Fund shall be the extent of the Members liability upon a
dissolution of the Company. |
|
|
|
17. DELEGATION OF THE BOARD'S POWERS |
|
|
|
17.1 Executive Office:
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 may be determined by Board
Resolution from time to time 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. |
|
|
|
17.2 Appointment of Attorney:
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. |
|
|
|
17.3 Committees:
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 the Board 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. |
|
|
|
|
|
18.
PROCEEDINGS OF THE BOARD |
|
|
|
18.1 Board Meetings: Subject to the provisions of these
Bye-laws, 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 Chairman of the meeting
shall have a second or casting vote. |
|
|
|
18.2 Procedure to Summon Meeting: A Director may, and the
Secretary on the requisition of a Director shall, at any time summon
a meeting of the Board. |
|
|
|
18.3 Notice of Meetings: 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,
electronic transmission, 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. |
|
|
|
18.4 Board Quorum: 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 one third (1/3rd)
of the elected Directors at the relevant time. 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. |
|
|
|
18.5 Continuing Directors: So long as a quorum of
Directors remains in office, the continuing Directors may act
notwithstanding any vacancy in their number but, if no such quorum
remains, then the continuing Directors or Director may act only for
the purpose of filling vacancies or convening a special general
meeting. |
|
|
|
18.6 Directors interest in Transactions:
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. |
|
|
|
18.7 Chairman of the Board Meeting: 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 (5) 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. |
|
|
|
18.8 Regulation of Meetings: The meetings and proceedings of
any committee consisting of two (2) 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. |
|
|
|
18.9 Written Resolutions: A Board 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
Board Resolution passed at a meeting of the Board or, as the case
may be, of such committee duly called and constituted. A Board
Resolution in writing 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. |
|
|
|
18.10 Electronic Meetings of Directors: 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. |
|
|
|
18.11 Defects in Meetings: 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. |
|
|
|
19.
OFFICERS |
|
|
|
19.1 Officers:
The Officers shall include a President and a Vice-President or a
Chairman and a Deputy-Chairman who shall be Directors and shall be
elected by the Board only as soon as possible after each annual
general meeting. |
|
|
|
19.2 Other Officers: In addition, 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 (including, without
limitation, the Treasurer). |
|
|
|
19.3 Terms of Appointment:
Any person elected or appointed pursuant to this Bye-law 19 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. |
|
|
|
19.4 Powers and Duties of Officers: 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. |
|
|
|
20.
REGISTERED OFFICE
|
|
|
|
The Registered Office shall be at such place in Bermuda as the
Directors shall from time to time appoint by Board Resolution. |
|
|
|
21. MINUTES
|
|
|
|
The Board shall cause minutes to be made and books
kept for the purpose of recording:- |
|
|
|
a)
all appointments of
Officers made by the Directors; |
|
|
|
b)
the names of the Directors and other
persons (if any) present at each meeting of Directors and of any
committee; |
|
|
|
c)
of
all resolutions and proceedings at each general meeting of the
Members, any class of Members, meetings of Directors, and of
committees; and |
|
|
|
d)
all written resolutions of Members, any
class of Members, Directors or Committees |
|
|
|
22. SECRETARY |
|
|
|
22.1 Appointment:
The Secretary shall be appointed by the Board at such remuneration
(if any) and upon such terms as it may think fit and any Secretary
so appointed may be removed by the Board. |
|
|
|
22.2 Duties:
The Secretary shall attend all meetings of the Members, any class of
Members, the Board, and the committees, shall keep correct minutes
of such meetings and enter the same in proper books provided for the
purpose and shall perform such other duties as may be prescribed by
the Companies Acts or by the Board from time to time. |
|
|
|
22.3 Separate Roles: 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. |
|
|
|
23. THE SEAL |
|
|
|
23.1 Form of Seal: The Seal shall consist of a circular
metal device with the name of the Company around the outer margin
thereof and the country and year of incorporation across the centre
thereof. Should the Seal not have been received at the Registered
Office in such form at the date of adoption of this Bye-law then,
pending such receipt, any document requiring to be sealed with the
Seal shall be sealed by affixing a red wafer seal to the document
with the name of the Company, and the country and year of
incorporation type written across the centre thereof. |
|
|
|
23.2 Custody:
The Board shall provide for the custody of every Seal. A Seal shall
only be used by authority of the Board or of a committee constituted
by the Board. Subject to these Bye-laws, any instrument to which a
Seal is affixed shall be signed by two Directors or the Secretary
and one Director, or by any two (2) persons whether or not Directors
or the Secretary, who have been authorised either generally or
specifically to attest to the use of a Seal, PROVIDED THAT the
Secretary or a Director may affix a Seal attested with his signature
only to authenticate copies of these Bye-laws, the minutes of any
meeting or any other documents requiring authentication. |
|
|
|
24. DIVIDENDS AND OTHER PAYMENTS |
|
|
|
The Company is prohibited from declaring any dividends or making any
distributions of capital or income to any of its Members, save as
otherwise authorised by these Bye-laws |
|
|
|
25. ACCOUNTING RECORDS
|
|
|
|
25.1 Accounts:
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. |
|
|
|
25.1 Place of Retention of Accounts: 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 Member (other
than an Officer) 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 Member Resolution. |
|
|
|
26. AUDIT AND AUDITOR |
|
|
|
26.1 Audit:
The Board shall cause the accounts of the Company to be
audited at least once in every fiscal year by an independent
representative of the Members who shall be an independent chartered
accountant. |
|
|
|
26.2 Auditor:
At the annual general meeting, or at a subsequent special general
meeting, an independent chartered accountant shall be appointed as
auditor of the accounts of the Company, and such auditor shall hold
office until the Member shall appoint another auditor. Neither such
auditor nor any member of his firm shall be an Officer during his
continuance in office. The auditor shall:- |
|
|
|
a) at least once each
year shall examine such books, accounts and vouchers as may be
necessary for the performance of his duties; |
|
|
|
b) make a certified
report of the accounts examined by him at the annual, general
meeting in each year; |
|
|
|
c) be furnished with a
list of all books kept by the Company and shall at all times have
the right of access to the books, accounts and vouchers of the
Company and shall be entitled to require from the board such
information and explanation as may be necessary for the performance
of his duties; |
|
|
|
d) be entitled to attend any general meeting of the
Company at which any accounts which have been examined or reported
on by him are to be laid before the Company and to make any
statements or explanations he may desire with respect to the
accounts, and notice of every such meeting shall be given to the
auditor in the manner prescribed for Members. |
|
|
|
26.3 Remuneration of the Auditor:
The remuneration of the Auditor shall be fixed by the Members at the
time of his appointment, unless the authority to fix such
remuneration is delegated by the Members to the Board, in which
event such remuneration may be changed from time to time by the
Board. |
|
|
|
26.4 Vacancies in Office of the Auditor:
If the auditor's office becomes vacant or the auditor is incapable
of performing his duties, the Board shall as early as practicable
convene a special general meeting of the Members to appoint an
auditor to fill the vacancy or acting auditor to act during the
incapacity of the auditor. |
|
|
|
27. SERVICE OF NOTICES AND OTHER DOCUMENTS |
|
|
|
27.1 Mode of Service: A notice may be served by the Company on any Member except as
otherwise designated in the Companies Act or these Bye-laws, either
personally or by sending it through the post prepaid in an envelope
addressed to such Member at his address shown in the Register. |
|
|
|
27.2 Notice Deemed Delivered: Any notice served by post shall be deemed to have been served at
the time when the same would be delivered in the ordinary course of
post and, in proving it, it shall be sufficient to prove that the
envelope containing the notice was properly addressed and prepaid,
at the time when it was posted. |
|
|
|
28. INDEMNITY |
|
|
|
28.1 Indemnity: The Company shall indemnify each Director, Officer and employee,
including each former Director, Officer and employee, of the Company
and each Member, including each former Member, of any duly
constituted committee of the Board against expenses, costs, charges,
losses and damages actually and reasonably incurred as they are
incurred from time to time by him in connection with the defence of
any action, suit or proceeding against him by reason of his being or
having been such Director, Officer, employee or Member except in
relation to matters as to which he shall be finally adjudged in such
action, suit or proceeding to be liable for fraud or dishonesty in
the performances of duty. |
|
|
|
28.2 Funds of the Company: Every Director, Officer and member of a committee duly
constituted under these Bye-laws shall be indemnified out of the
funds of the Company against all liabilities incurred by him as such
Director, officer or committee member 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. |
|
|
|
28.3 Obligation of the Company: To the extent
that any Director, officer or member of a committee duly constituted
under these Bye-laws 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. |
|
|
|
28.4 Insurance: 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, Officers, employees or committee members in respect of
any liability that may be incurred by them or any of them howsoever
arising in connection with their duties to the Company. |
|
|
|
29. INDIVIDUAL RESPONSIBILITY OF DIRECTORS & OFFICERS |
|
|
|
No Director or Officer shall be liable for the acts, receipts,
neglects or defaults of any other Director or Officer, or for
joining in any receipt or other act in collusion, or for any loss or
expense happening to the Company through the insufficiency or
deficiency of title to any property acquired by order of the Board
for or on behalf of the Company, or for the insufficiency or
deficiency of any security in or upon which any of the moneys of the
Company shall be invested, or for any loss or damage arising from
the bankruptcy, insolvency or tortuous act of any person with whom
any moneys, 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 the
duties of his office, unless the same happened through his own fraud
or execution of the duties of his office, unless the same happened
through his own fraud or dishonesty. |
|
|
|
30. WINDING UP |
|
|
|
Clauses 2 and 8 of the Memorandum relating to the winding-up and
dissolution of the Company shall have effect as if their respective
provisions were repeated in these Bye-laws. |
|
|
|
31. ALTERATION OF BYE-LAWS |
|
|
|
The Members may from time to time revoke, alter, amend or add to
these Bye-laws or adopt new Bye-laws at any general meeting of the
Members by the affirmative vote of a majority of the Members present
in person or by proxy and entitled to attend and vote thereat. |
|
|
|
32. RULES OF WADA/BCDS |
|
|
|
The Company shall comply with the rules/codes/regulations (as the
case may be) of WADA and its affiliate BCDS to the extent that the
same shall apply to the activities of the Company from time to time
and shall procure that all Members confirm acceptance of the same. |
| |
|
|
