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  • Section 10: Section 10: Meetings and Resolutions

    • Article 63 - General meetings

      (1) A meeting of the Members of an LLC shall be convened at least once in every calendar year (save that provided an LLC shall hold its first annual general meeting within 18 months of its incorporation, it need not hold it in the calendar year of its incorporation or the following calendar year); this meeting shall be referred to as the annual general meeting.
      (2) The directors may, whenever they think fit, convene a general meeting of the Members of an LLC or the holders of any class of Shares thereof; all meetings other than annual general meetings shall be called special general meetings.

    • Article 64 - CRO's power to call meeting in default

      (1) If a default is made in the holding of a general meeting in accordance with Article 63(1), the CRO may, on the application of any Officer or Member of the LLC, call or direct the calling of, a general meeting of the LLC.
      (2) The LLC shall comply with any direction of the CRO made under Article 64(1).

    • Article 65 - Requisition of general meetings

      (1) Notwithstanding anything in its articles of association, the directors of an LLC shall, on requisition by Members holding the requisite Shares, proceed to call a special general meeting or as the case may be a meeting of any class of Members of the LLC to be held as soon as practicable, but in any case not later than 3 months after the date of requisition.
      (2) For the purposes of Article 65(1) the "requisite Shares" means not less than 10 percent in nominal value of the Shares which at the date of the requisition carry the right to vote at the meeting requisitioned.
      (3) The requisition shall state the objects of the meeting and must be signed by the requisitionists and be deposited at the registered office of the LLC marked for the attention of the directors. The requisition may consist of several Documents in like form signed by one or more requisitionists.
      (4) If the directors do not, within 21 days from the date of the deposit of the requisition proceed duly to convene a meeting, the requisitionists, or any of them representing more than 50 percent. of the total voting rights of all of them, may themselves convene a meeting, but any meeting so convened shall not be held after the expiration of 3 months from the said date.
      (5) A meeting convened under this Article 65 shall be convened in the same manner, as nearly possible, as that in which meetings are to be convened by directors.
      (6) Any reasonable expenses incurred by the requisitionists by reason of the failure of the directors to convene a meeting shall be repaid to the requisitionists by the LLC, and any sum so repaid shall be retained by the LLC out of any sums due or to become due from the LLC by way of fees or other remuneration in respect of their services to such directors as were in default.
      Amended (as from 5th April 2015).

    • Article 66 - Notice of meetings

      (1) Any general meeting of an LLC or a meeting of any class of Members of an LLC may, subject to any longer period of notice as may be required by its articles of association, be called by not less than 21 days notice in writing, inclusive of the day on which the notice is given.
      (2) If a meeting is called by shorter notice than that specified in Article 66(1), it shall be deemed to be duly called if it is so agreed by a majority in number of the Members having a right to attend and vote at the meeting, together holding not less than 95 percent of the nominal value of the Shares of the LLC giving a right to attend and vote at that meeting.
      (3) A notice of a general meeting of the LLC shall:
      (A) set out a time and place for the meeting;
      (B) set out in an agenda the nature of the business of the meeting;
      (C) if a Special Resolution is to be proposed at the meeting set out the intention to propose a Special Resolution and attach a copy of the proposed Special Resolution to the agenda; and
      (D) include a copy of any accounts or auditors report if the same is to be laid before the meeting.
      (4) The accidental omission to give notice of a meeting to, or the non-receipt of a notice of a meeting by, any persons entitled to receive notice shall not invalidate the proceedings of the meeting.
      Amended (as from 5th April 2015).

    • Article 67 - General provisions as to meetings and votes

      (1) The following provisions apply to any meeting of the LLC or of the holders of any class of Shares in the LLC insofar as the articles of association of the LLC do not make other provision in that behalf:
      (A) notice of every meeting shall be given to every Member entitled to receive it by delivering it to his registered address, being his address recorded in the register of Members or such other address as the Member shall notify to the LLC for delivery of notices from time to time;
      (B) (save in the case of an LLC having a single Member) two Members personally present shall be a quorum;
      (C) any Member elected by the Members present at a meeting may be chairman of it; and
      (D) every Member has one vote for every Share held by him.
      (2) Notwithstanding any provision to the contrary in the articles of association of an LLC which has a single Member, at any meeting thereof one Member present in person or by proxy shall be a quorum.
      Amended (as from 5th April 2015).

    • Article 68 - Proxies

      (1) A Member of an LLC entitled to attend and vote at a meeting of it (including a meeting of holders of any class of Shares in it) is entitled to appoint another person (whether a Member or not) as his proxy to attend and vote instead of him and a proxy appointed to attend and vote instead of a Member has the same right as the Member to speak at the meeting.
      (2) In every notice calling a meeting of an LLC there shall appear with reasonable prominence a statement that a Member entitled to attend and vote is entitled to appoint a proxy or, where that is allowed, one or more proxies to attend and vote instead of him, and that a proxy need not also be a Member.
      (3) A provision contained in an LLC's articles of association is void insofar as it would have the effect of requiring the appointment of a proxy or any Document necessary to show the validity of, or otherwise relating to, the appointment of a proxy, to be received by the LLC or any other person more than 48 hours before a meeting or an adjourned meeting in order that the appointment may be effective.

    • Article 69 - Right to demand a poll

      (1) A provision contained in an LLC's articles of association is void insofar as it would have the effect either:
      (A) of excluding the right to demand a poll at a general meeting, or at a meeting of any class of Members, on a question other than the election of the chairman of the meeting or the adjournment of the meeting; or
      (B) of making ineffective a demand for a poll on any such question which is made either:
      (i) by not less than five Members having the right to vote on the question;
      (ii) by a Member or Members representing not less than 10 percent of the total voting rights of all the Members having the right to vote on the question; or
      (iii) by a Member or Members holding not less than 10 percent in nominal value of the Shares in the LLC conferring a right to vote at the meeting.
      (2) The instrument appointing a proxy to vote at such a meeting is deemed also to confer authority to demand or join in demanding a poll; and for the purposes of Article 69(1) a demand by a person as proxy for a Member is the same as a demand by the Member.
      (3) On a poll taken at such a meeting, a Member entitled to more than one vote need not, if he votes, use all his votes or cast all the votes he uses in the same way.
      Amended (as from 5th April 2015).

    • Article 70 - Representation of Entity at meetings

      (1) An Entity may:
      (A) if it is a Member of an LLC authorise such person as it thinks fit to act as its representative at any meeting of the LLC or at any meeting of any class of Members of the LLC; and
      (B) if it is a creditor (including a holder of debentures), of an LLC, authorise such person as it thinks fit to act as its representative in any meeting of any creditors of the LLC held in pursuance of these Regulations or any other Regulations, or in pursuance of the provisions contained in any debenture or trust deed, as the case may be.
      (2) A person authorised as aforesaid shall be entitled to exercise the same powers on behalf of the Entity which it represents as that Entity could exercise as if it were an individual Member, creditor or holder of debentures in the LLC.

    • Article 71 - Circulation of Members' resolution

      (1) Subject as provided in this Article, it shall be the duty of an LLC, on the requisition in writing of such number of Members as is herein after specified, at the expense of the requisitionists unless the LLC resolves otherwise:
      (A) to give the Members of the LLC entitled to receive notice of the next annual general meeting notice of any resolution which may properly be moved and is intended to be moved at that meeting; and
      (B) to circulate to Members entitled to have notice of any general meeting sent to them any statement of not more than one thousand words with respect to the matter referred to in any proposed resolution or the business to be dealt with at that meeting.
      (2) The number of Members necessary for requisition under Article 71(1) shall be:
      (A) either any number of Members representing not less than 5 percent. of the total voting rights of all the Members having at the date of the requisition a right to vote at the meeting to which the requisition relates; or
      (B) not less than ten Members.
      (3) Notice of any such intended resolution shall be given, and any such statement shall be circulated, to the Members of the LLC entitled to have notice of the meeting sent to them by serving a copy of the resolution on each such Member in any manner permitted for the service of notice of the meeting, and any notice of such resolution shall be given to any other Member of the LLC by giving notice of the general effect of the resolution in any manner permitted for giving him notice of meetings of the LLC, provided that the copy shall be served, or notice to the effect of the resolution shall be given, as the case may be, in the same manner, and so far as practicable, at the same time as notice of the meeting and, where it is not practicable for it to be served or given at that time, it shall be served or given as soon as practicable thereafter.
      Amended (as from 5th April 2015).

    • Article 72 - Conditions to be met before LLC bound to give notice of resolution

      (1) An LLC shall not be bound under Article 71 to give notice of any resolution or circulate any statement unless a copy of the requisition signed by the requisitionists, or two or more copies which between them containing the signatures of all the requisitionists, is deposited at the registered office of the LLC:
      (A) requiring notice of a resolution, not less than 21 days before the meeting; or
      (B) in the case of any other requisition, not less than one week before the meeting; and
      there is deposited or tendered with the requisition a sum reasonably sufficient to meet the LLC's expenses in giving effect thereto.
      (2) Provided that if, after a copy of the requisition requiring notice of a resolution has been deposited at the registered office of the LLC, an annual general meeting is called for a date 21 days or less after the copy has been deposited, the copy though not deposited within the time required by this Article 72 shall be deemed to have been properly deposited for the purposes thereof.

    • Article 73 - Resolutions in writing of Members

      (1) Anything which may be done by any kind of resolution of a meeting of the Members of an LLC, or any class thereof, may be effected, without a meeting and without any previous notice being required, by resolution in writing signed by all the Members entitled at the date of the resolution to attend and vote at such a meeting.
      (2) Each of the signatures of such written resolution need not be on a single Document provided each is on a Document which accurately states the terms of the resolution.
      (3) The date of the resolution means the date on which the resolution is signed by or on behalf of the last Member to sign.
      (4) A written resolution signed in accordance with this Article is valid and effective as if it was passed at a general meeting of the Members or at a meeting of the relevant class of Members of the LLC.

    • Article 74 - Directors meetings and written resolutions

      (1) Save in the case of an LLC with a sole director, meetings of the directors shall be held as often as is necessary for the conduct of the affairs of the LLC.
      (2) Subject as provided in the articles of association of the LLC, each director shall be entitled to one vote and decisions shall be made by majority vote.
      (3) A meeting of the directors of an LLC, or any committee thereof, may be effected by a resolution in writing signed by all the directors or all the members of the committee.

    • Article 75 - Participation in meetings

      Unless the articles of association of the LLC provide otherwise, a meeting of directors or a committee of directors or 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.

    • Article 76 - Minutes

      (1) Every LLC shall cause minutes of all proceedings at general meetings, meetings of the holders of a class of Shares, meetings of its directors and committees of directors to be entered in books kept for that purpose.
      (2) Any such minute, if purporting to be signed by the chairman of the meeting at which the proceedings took place, or by the chairman of the next succeeding meeting, is evidence of the proceedings.
      (3) Where minutes have been made in accordance with this Article 76 then, until the contrary is proved, the meeting is deemed duly held and convened, and all proceedings which took place at the meeting to have duly taken place.
      (4) Where a decision of the Members, or any class thereof, or of the directors, is effected by a resolution in writing or decision of a sole Member or director in accordance with these Regulations, the LLC shall cause a record of the resolution or decision and of the signatures thereon to be entered in the relevant minute book in the same way as minutes of the proceedings at the relevant type of meeting.
      (5) The books containing the minutes of a general meeting or of a meeting of the holders of a class of Shares or a meeting of the directors shall be kept at the LLC's registered office, and shall during business hours be open to examination by a Member without charge.

    • Article 77 - Filing of resolutions

      (1) A copy of every resolution or agreement to which this Article 77 applies shall within 21 days after it is passed or made, be registered with the CRO on the Prescribed Form.
      (2) This Article applies to:
      (A) Special Resolutions of an LLC;
      (B) a resolution of an LLC removing a director from office;
      (C) resolutions of the Members of an LLC or resolutions of a sole Member to the extent that these would have been Special Resolutions if passed at a general meeting;
      (D) a resolution approving the purchase of an LLC's own Shares;
      (E) a Special Resolution approving a reduction of share capital of an LLC; and
      (F) a resolution removing an auditor of an LLC from office.
      Amended (as from 5th April 2015).

    • Article 78 - Recording of decisions by sole Member

      (1) If:
      (A) an LLC has only one Member;
      (B) the Member takes a decision which may be taken by the LLC in general meeting and has effect as if agreed by the LLC in general meeting; and
      (C) the decision is not taken by way of resolution in writing
      the Member shall provide the LLC with a record in writing of the decision.
      (2) Failure to comply with Article 78(1) shall not affect the validity of the decision.