塞舌尔公司章程翻译,由塞舌尔公司章程英文版翻译成中文。
No reduction of capital shall be effected unless the directors determine that immediately after the reduction the Company will be able to satisfy its liabilities as they become due in the ordinary course of its business and that the realisable assets of the Company will not be less than its total liabilities, other than deferred taxes, as shown in the books of the Company and its remaining capital, and, in the absence of fraud, the decision of the directors as to the realisable value of the assets of the Company is conclusive, unless a question of law is involved.
MEETINGS AND CONSENTS OF MEMBERS
52. The directors of the Company may convene meetings of the members of the Company at such times and in
such manner and places within or outside Republic of Seychelles as the directors consider necessary or desirable.
53. Upon the written request of members holding ten per cent or more of the outstanding voting shares in the
Company the directors shall convene a meeting of members.
54. The directors shall give not less than seven days notice of meetings of members to those persons whose
names on the date the notice is given appear as members in the share register of the Company and are entitled to vote at the meeting.
55. The directors may fix the date notice is given of a meeting of members as the record date for determining
those shares that are entitled to vote at the meeting.
56. A meeting of members may be called on short notice:
(a) if members holding not less than 90 per cent of the total number of shares entitled to vote on all
matters to be considered at the meeting, or 90 per cent of the votes of each class or series of shares
where members are entitled to vote thereon as a class or series together with not less than a 90 per
cent majority of the remaining votes, have agreed to short notice of the meeting, or
(b) if all members holding shares entitled to vote on all or any matters to be considered at the meeting
have waived notice of the meeting and for this purpose presence at the meeting shall be deemed to
constitute waiver.
57. The inadvertent failure of the directors to give notice of a meeting to a member, or the fact that a member
has not received notice, does not invalidate the meeting.
58. A member may be represented at a meeting of members by a proxy who may speak and vote on behalf of
the member.
59. The instrument appointing a proxy shall be produced at the place appointed for the meeting before the time
for holding the meeting at which the person named in such instrument proposes to vote.
60. An instrument appointing a proxy shall be in substantially the following form or such other form as the
Chairman of the meeting shall accept as properly evidencing the wishes of the member appointing the proxy.
(Name of Company)
I/We [ ] being a member of the above Company with [ ] shares HEREBY APPOINT
[ ] of [ ] or failing him [ ] of [ ] to be my/our proxy to vote for me/us at the meeting of members to be held on the [ ] day of [ ] and at any adjournment thereof.
(Any restrictions on voting to be inserted here.)
Signed this [ ] day of [ ].
...........................………
Member
51.