Section 3: Section 3: The Creditors' Committee
Article 121 - Constitution of committee(1) Where these
Regulationsprovide for a Creditors' Committeeto be established, and it is resolved by a creditors' meeting to establish such a committee, the Creditors' Committeeshall consist of at least three and not more than five creditors of the Companyelected at the meeting. Membership of the Creditors' Committeeshall be decided by way of a general vote of those creditors present or represented at the meeting. Each creditor may vote for up to 5 creditor representatives.(2) Any creditor of the Companyis eligible to be a member of the Creditors' Committee, so long as his claim has not been rejected for the purpose of his entitlement to vote.(3) A body corporate may be a member of the Creditors' Committee, but it cannot act as such otherwise than by a representative appointed by it for the purpose.
Article 122 - Formalities of establishment(1) The
Creditors' Committeedoes not come into being, and accordingly cannot act, until the officeholder has issued a certificate of its due constitution.(2) No person may act as a member of the Creditors' Committeeunless and until he has agreed to do so.(3) The officeholder's certificate of the Creditors' Committee'sdue constitution shall not be issued unless and until at least three of the persons who are to be members of the committee have agreed to act.(4) As and when the others (if any) agree to act, the officeholder shall issue an amended certificate of due constitution of the Creditors' Committee.
Article 123 - Functions and meetings of the committee(1) The
Creditors' Committeeshall assist the officeholder in discharging his functions, and act in relation to him in such manner as may be agreed from time to time.(2) Subject as follows, meetings of the Creditors' Committeeshall be held when and where determined by the officeholder.(3) The officeholder shall call a first meeting of the Creditors' Committeenot later than three months after its first establishment; and thereafter he shall call a meeting:(A) if so requested by a member of the Creditors' Committeeor his representative (the meeting then to be held within 21 days of the request being received by the officeholder); and(B) for a specified date, if the Creditors' Committeehas previously resolved that a meeting be held on that date.(4) The officeholder shall give seven days' written notice of the date, time and venue of any meeting to every member of the Creditors' Committee(or his representative designated for that purpose), unless in any case the requirement of notice has been waived by or on behalf of any member. A waiver may be signified either at or before the meeting.
Article 124 - The chairman at meetings(1) The chairman at any meeting of the
Creditors´ Committeeshall be the officeholder or a person nominated by him in writing to act.(2) A person so nominated must be either:(A) one who is qualified to act as an insolvency practitioner in relation to the Company; or(B) an employee of the officeholder or his firm who is experienced in insolvency matters.
Article 125 - Quorum
A meeting of the
Creditors´ Committeeis duly constituted if due notice of it has been given to all the members, and at least two members are present or represented.
Article 126 - Committee-members' representatives
A member of the
Creditors´ Committeemay, in relation to the business of the Creditors´ Committee, be represented by another person duly authorised by him for that purpose.
Article 127 - Resignation
A member of the
Creditors´ Committeemay resign by notice in writing delivered to the officeholder.
Article 128 - Termination of membership(1) Membership of the
Creditors' Committeeis automatically terminated if the member:(A) becomes bankrupt or goes into Liquidationor administration, or compounds or arranges with his creditors;(B) at three consecutive meetings of the Creditors' Committeeis neither present nor represented (unless at the third of those meetings it is resolved that this Article 128 is not to apply in his case); or(C) ceases to be, or is found never to have been, a creditor.(2) However, if the cause of termination is the member's bankruptcy, his trustee in bankruptcy replaces him as a member of the Creditors' Committee, and in the case of a corporate member's Liquidationor administration, its Liquidatoror Administratorreplaces him as a member of the Creditors' Committee.
Article 129 - Removal
A member of the
Creditors´ Committeemay be removed by resolution at a meeting of creditors, at least 14 days' notice having been given of the intention to move that resolution.
Article 130 - Vacancies(1) The following applies if there is a vacancy in the membership of the
Creditors' Committee.(2) The vacancy need not be filled if the officeholder and a majority of the remaining members of the Creditors' Committeeso agree, provided that the total number of members does not fall below three.(3) Alternatively, a meeting of creditors may be convened to seek further members of the Creditors' Committeeand that a nominated creditor be appointed (with his consent) to fill the vacancy.
Article 131 - Procedure at meetings(1) At any meeting of the
Creditors´ Committee, each member of it (whether present himself, or by his representative) has one vote; and a resolution is passed when a majority of the members present or represented have voted in favour of it.(2) A member of the Creditors´ Committeeshall not attend during the consideration by the committee and shall not vote on any resolution concerning a matter in which he has, directly or indirectly, an interest or duty which is material and which conflicts or may conflict with the interests of the creditors.
Article 132 - Resolutions by post
In accordance with this Article 132, the officeholder may seek to obtain the agreement of members of the
Creditors´ Committeeto a resolution by sending to every member (or his representative designated for the purpose) a copy of the proposed resolution.
Article 133 - Expenses of members
Subject as follows, the officeholder shall out of the assets of the
Companydefray any reasonable travelling expenses directly incurred by members of the Creditors´ Committeeor their representatives in relation to their attendance at the Creditors´ Committee'smeetings, or otherwise on the committee's business, as an expense of the insolvency proceedings.
Article 134 - Formal defects
The acts of the
Creditors´ Committeeestablished for any insolvency proceedings are valid notwithstanding any defect in the appointment, election or qualifications of any member of the Creditors´ Committeeor any Creditors´ Committeemembers' representative or in the formalities of its establishment.