For the purposes of Article 92S of the Companies Regulations and these rules, these are the 'Standard Articles' for an LLC(G).
1. In these articles:
(A) "the Regulations" means the QFCCompanies Regulations 2005; and
(B) Unless otherwise indicated, words or expressions contained in these articles bear the same meaning as in the Regulations.
(D) Use of the singular includes the plural and vice versa and any one gender includes the other gender and any reference to 'persons' includes natural persons, firms, partnerships, companies and corporations.
(E) The clause and paragraph headings in these Articles are for convenience only and will not affect the interpretation of these Articles.
(F) "Written" or "in writing" includes all modes of representing or reproducing words in visible form, including in the form of electronic mail
(G) "Shall" must be construed as imperative and 'may' shall be construed as "permissive". A reference to a clause or to a schedule is a reference to a clause or a schedule of this Agreement.
(H) A reference to a law includes regulations and other instruments under it and consolidations, amendments, re-enactments or replacements of any of them
(J) Any phrase introduced by the terms "including", "include", "in particular" or other similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms;
(J) Headings are inserted for reference only and shall be ignored in construing the Articles.
LIABILITY OF MEMBERS
2. The liability of each member is limited to QAR[ ], being the amount that each Member
undertakes to contribute to the assets of the company in the event of its being wound up while he is a member or within one year after he ceases to be a member, for:—
(A) Payment of the company's debts and liabilities contracted before he ceases to be a member;
(B) Payment of the cost, charges and expenses of winding up;
(C) Adjustment of the rights of the contributories among themselves.
3. Each member's undertaking in Article 2 above is governed by and shall be construed in accordance with the laws of the Qatar Financial Centre.
4. The members submit all disputes arising out of or in connection with their undertaking in Article 2 above to the exclusive jurisdiction of the Qatar International Court.
APPLICATIONS FOR MEMBERSHIP
5. No person shall become a member of the company unless—
(A) that person has completed an application for membership in a form approved by the directors, and
(B) the directors have approved the application.
TERMINATION OF MEMBERSHIP
(A) A member may withdraw from membership of the company by giving 7 days' notice to the company in writing.
(B) Membership is not transferable.
(C) A person's membership terminates when that person dies or ceases to exist.
ACTIVITIES OF THE COMPANY
7. Subject to the terms of its Licence, the purpose of the company is to engage in any lawful act or activity for which LLC(G)s may be incorporated under the QFC Law and Regulations.
8. The company shall not carry on any activities of the type described in Paragraphs 1 to 9 of Schedule 3
to the QFC Law
in or from the QFC
by way of business pursuant to the relevant provisions of the FSR
9. All general meetings other than annual general meetings shall be called extraordinary general meetings.
NOTICE OF GENERAL MEETINGS
10. Subject to the Regulations, an annual general meeting and an extraordinary general meeting shall be called by at least twenty-one days' notice to all the members, the directors and auditors. Such notice of general meeting shall specify the time and place of the meeting and the general nature of the matters to be considered. A notice of meeting in respect of an annual general meeting shall in addition specify that it is in respect of an annual general meeting.
11. The proceedings of a meeting are not invalid solely because of the inadvertent failure to give notice of the meeting to, or the failure to receive notice of a meeting by, any person entitled to receive such notice.
PROCEEDINGS AT GENERAL MEETINGS
12. No meeting shall take place unless a quorum is present. Two persons entitled to vote shall constitute a quorum.
13. If a quorum is not present within half an hour from the time stated for the meeting, the meeting shall be adjourned to a place and time determined by the directors. If during the meeting a quorum ceases to be present the meeting shall be adjourned to a place and time determined by the directors.
14. The chairman of the board of directors shall chair the meeting. If the chairman of the board of directors is not present or willing to act within fifteen minutes of the stated time for commencement of the meeting, and in the absence of a nominee, another director elected by the directors present shall chair the meeting. If no directors are present or willing to chair the meeting, then the members shall elect one of their members to chair the meeting.
15. Regardless of whether he is a member, a director is entitled to attend and speak at any general meeting and at any separate meeting of the members of the company.
16. The chairman may adjourn the meeting with the consent of the majority of the votes at the meeting. No matters shall be considered at an adjourned meeting other than matters that might have been considered at the meeting had the adjournment not taken place. It is not necessary to give notice of the adjourned meeting unless the meeting was adjourned for fourteen days or more, in which case at least seven days' notice shall be given specifying the time and place of the adjourned meeting and the general nature of the matters to be considered.
17. A resolution put to the vote shall be decided on a show of hands.
18. The chairman may declare that a resolution has been carried or lost by a particular majority. The entry in the minutes of the meeting of that declaration shall be conclusive evidence of the result of the resolution.
19. The chairman shall have the deciding vote in the case of an equality of votes.
20. A resolution may be passed in writing in accordance with the Regulations.
VOTES OF MEMBERS
21. On a show of hands, every member present, including the representative of a body corporate member, shall have one vote.
22. Where a member has had a personal representative appointed because of some physical or mental disability, that personal representative may exercise the voting rights of the member if the personal representative has given notice to the directors in writing in the form of a proxy used by the company and within the time limit for filing proxies prior to any meeting being held or vote being taken.
23. No objection may be raised to the right of any voter except at the meeting at which the voter is to vote. The decision of the chairman in respect of any objection or the right of any voter shall be final.
24. An instrument appointing a proxy shall be in writing in a form approved by the company and distributed with the notice of a meeting. The form approved and distributed by the company must include a section allowing the member to direct the proxy on how the proxy shall act.
25. The instrument appointing a proxy must be deposited at the registered office of the company at least 48 hours before the time at which the meeting at which the proxy is to be exercised is to be held.
26. A vote given by proxy is valid notwithstanding the determination of the member who appointed the proxy unless the company receives notice from the member in writing prior to the vote being taken.
NUMBER OF DIRECTORS
27. The company shall have at least one director.
28. Any director may appoint any other director or any other person approved by the directors to act as his alternate and may remove the alternate Director so appointed. The alternate director shall perform all the functions of his appointer as a director but is not entitled to remuneration for his services.
29. An alternate director shall be given notice of all meetings of which his appointor is entitled to receive notice and is entitled to attend and vote at such meetings.
30. An alternate director holds office for as long as his appointor holds office unless he is removed by written instrument by his appointor.
31. Any appointment or removal of an alternate director shall be given to the secretary of the company.
32. Unless otherwise provided, an alternate director shall not be regarded as an agent of his appointor but shall be responsible for his acts or omissions.
POWERS OF DIRECTORS
33. Subject to the Regulations and these articles the business of the company shall be managed by the directors. No subsequent amendment to these articles shall invalidate any act of a director or the directors.
34. The directors may appoint a person to be the agent of the company.
DELEGATION OF DIRECTORS' POWERS
35. The board of directors may delegate any of its powers to a managing director, executive director or a committee of directors.
APPOINTMENT AND RETIREMENT OF DIRECTORS
36. At the first annual general meeting of the company, all directors shall retire from office. At every subsequent annual general meeting at least one third or number nearest to one third of the directors who are subject to retirement by rotation shall retire.
37. The directors subject to retirement by rotation are those that have been longest in office since their last appointment. In respect of those directors appointed on the same day, those that are to retire shall be determined by whose name appears first on the register of directors.
38. A director shall remain in office, if so willing, if the company at the meeting at which he retires by rotation, resolves not to fill the vacancy.
39. A person (other than a director retiring by rotation) shall not be appointed a director at a general meeting unless he has been recommended by the directors or a member and details of the proposed director have been included in the notice of meeting at which the appointment shall be considered. The details shall include at least the information that would be included in the register of directors if the person was appointed.
40. Subject to the preceding articles, additional directors may be appointed by the company by resolution as long as the total number of directors does not exceed any maximum number of directors stipulated by the Regulations or these articles.
41. A director appointed pursuant to the preceding article shall hold office only until the next annual general meeting at which time the director shall retire but may, in accordance with the articles, be re-appointed.
DISQUALIFICATION AND REMOVAL OF DIRECTORS
42. A director's office is automatically vacated if he:
(A) is prohibited by the Regulations from being a director;
(B) becomes bankrupt;
(C) is, by virtue of any mental or physical disability, incapable of acting;
(D) without permission, does not attend three successive meetings of the directors;
(E) resigns his office by notice to the company; or
(F) is removed by resolution of the company.
REMUNERATION AND EXPENSES OF DIRECTORS
43. The directors shall receive such remuneration as the company determines by resolution and shall receive payment of all expenses incurred in association with the carrying out of their duties as directors.
DIRECTORS' APPOINTMENTS AND INTERESTS
44. Subject to the Regulations, the directors may appoint one or more of their number to the office of managing director or to any other executive office under the LLC(G). Such appointment, agreement or arrangement may be made upon such terms as the directors determine. Any appointment of a director to an executive office shall terminate if he ceases to be a director. A managing director and a director holding any other executive office shall not be subject to retirement by rotation.
DIRECTORS' GRATUITIES AND PENSIONS
45. The directors may provide benefits, including gratuities and pensions, of any kind for any present or past director and for any member of his family.
PROCEEDINGS OF DIRECTORS
46. Subject to the provisions of these articles, the directors may regulate their proceedings as they think fit. A director may, and the secretary at the request of a director shall, call a meeting of the directors. Any matters arising at a meeting shall be decided by a majority of votes with the chairman having a second or casting vote in the case of equality of votes.
47. The quorum for the transaction of the business of the directors shall be two or any other number fixed by the directors.
48. If the number of directors is less than the number fixed as the quorum, the continuing directors or director may act only for the purpose of filling vacancies or of calling a general meeting.
49. The directors shall appoint one of their number to be the chairman of the board of directors who shall preside at all meetings and may at any time remove him from that office. If there is no director holding that office, or if the director holding it is unwilling to preside or is not present within five minutes after the time appointed for the meeting, the directors present may appoint one of their number to be chairman of the meeting.
50. All acts done by a meeting of directors, or of a committee of directors, or by a person acting as a director shall be valid, notwithstanding any defect in his appointment or his disqualification from holding office, or that he was not entitled to vote, being discovered afterwards.
51. A resolution in writing signed by all the directors entitled to receive notice of the meeting shall be as valid and effectual as if it had been passed at a meeting of directors. The resolution may consist of several documents in the like form each signed by one or more directors.
52. A director shall not vote at a meeting of directors on any resolution concerning a matter in which he has a direct or indirect conflict of interest.
53. For the purposes of this article, an interest of a director includes an interest of any person who is connected to the director.
54. A director shall not be counted in the quorum present at a meeting in relation to a resolution on which he is not entitled to vote.
55. The company may by resolution suspend or relax any provision of these articles prohibiting a director from voting at a meeting.
56. The chairman of the meeting shall rule on any question arising at a meeting on the right of a director, other than himself, to vote and his ruling shall be final and conclusive.
57. Subject to the Regulations, the secretary shall be appointed and removed by the directors who shall decide on the terms, remuneration and conditions of appointment.
58. The directors shall cause minutes to be kept for recording:
(A) all appointments of officers made by the directors; and
(B) all proceedings at meetings of the company, of the members of the company, and of the directors, and of committees of directors, including the names of the directors present at each such meeting.
59. No member shall have any right of inspecting any accounting records or other book or document of the company except as conferred by law or authorised by the directors or by the company.
60. Any notice required to be given under these Articles shall be in writing.
61. The company may give any notice to a member either personally or by sending it by post in a prepaid envelope addressed to the member at his registered address or by leaving it at that address.
62. A person present, either in person or by proxy, at any meeting shall be deemed to have received notice of the meeting.
63. Proof that an envelope containing a notice was properly addressed, prepaid and posted is conclusive evidence that the notice was given 48 hours after it was posted. A notice shall be deemed to be given at the expiration of 48 hours after the envelope containing it was posted.
64. The LLC(G) shall indemnify every director or other officer or auditor of the LLC(G) in respect of any liability incurred in defending any proceedings to the extent allowed by the Regulations.