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  • Section 10: Section 10: Meetings and Resolutions

    • Article 92X - Notice of meetings

      (1) Any general meeting of an LLC(G) or a meeting of any class of Members of an LLC(G) 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 92X(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.
      (3) A notice of a general meeting of the LLC(G) 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.
      Inserted (as from 5th April 2015).

    • Article 92Y - General provisions as to meetings and votes

      (1) The following provisions apply to any meeting of the LLC(G) or of any particular class of the Members of the LLC(G) insofar as the articles of association of the LLC(G) 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, be it his Address recorded in the register of Members or such other Address as the Members shall notify to the LLC(G) for delivery of notices from time to time;
      (B) (save in the case of an LLC(G) 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.
      (2) Notwithstanding any provision to the contrary in the articles of association of an LLC(G) which has a single Member, at any meeting thereof one Member present in person or by proxy shall be a quorum.
      Inserted (as from 5th April 2015).

    • Article 92Z - Proxies

      (1) A Member of an LLC(G) entitled to attend and vote at its meeting of it is entitled to appoint another person (whether a Member or not) as his proxy to attend and vote instead. 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(G) 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(G)'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(G) or any other person more than 48 hours before a meeting or an adjourned meeting in order that the appointment may be effective.
      Inserted (as from 5th April 2015).

    • Article 92AA - Representation of Entity at meetings

      (1) An Entity may:
      (A) if it is a Member of an LLC(G) authorise such person as it thinks fit to act as its representative at any meeting of the LLC(G) or at any meeting of any class of Members of the LLC(G); and
      (B) if it is a creditor, of an LLC(G), authorise such person as it thinks fit to act as its representative in any meeting of any creditors of the LLC(G) held in pursuance of these Regulations or any other Regulations.
      (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, or creditor of the LLC(G).
      Inserted (as from 5th April 2015).

    • Article 92BB - Resolutions in writing of Members

      Article 73 shall apply to an LLC(G) save that references therein to a Limited Liability Company or LLC shall be taken as references to an LLC(G).

      Inserted (as from 5th April 2015).

    • Article 92CC - Directors meetings and written resolutions

      Article 74 shall apply to an LLC(G) save that references therein to a Limited Liability Company or LLC shall be taken as references to an LLC(G).

      Inserted (as from 5th April 2015).

    • Article 92DD - Participation in meetings

      Article 75 shall apply to an LLC(G) save that references therein to a Limited Liability Company or LLC shall be taken as references to an LLC(G).

      Inserted (as from 5th April 2015).

    • Article 92EE - Minutes

      (1) Every LLC(G) shall cause minutes of all proceedings at general meetings, 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 92EE 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(G) 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 a meeting of the directors shall be kept at the LLC(G)'s registered office, and shall during business hours be open to examination by a Member without charge.
      Inserted (as from 5th April 2015).

    • Article 92FF - Filing of resolutions

      (1) A copy of every resolution or agreement to which this Article 92FF applies shall within 21 days after it is passed or made, be forwarded to the CRO, together with any Prescribed Fee, and recorded by it; and it must be either a printed copy or else a copy in some other form approved by the CRO.
      (2) This Article applies to:
      (A) Special Resolutions of an LLC(G);
      (B) a resolution of an LLC(G) removing a director from office; and
      (C) resolutions of the Members of an LLC(G) or resolutions of a sole Member to the extent that these would have been Special Resolutions if passed at a general meeting.
      Inserted (as from 5th April 2015).

    • Article 92GG - Recording of decisions by sole Member

      Article 78 shall apply to an LLC(G) save that references therein to a Limited Liability Company or LLC shall be taken as references to an LLC(G).

      Inserted (as from 5th April 2015).