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    Copyright:

    © All Rights Reserved
    Download as PDF or read online from Scribd
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    9 views29 pages

    Bethle Aster Global - Constitution (Signed and Stamped) Re Scanned

    Uploaded by

    Celpon Ch

    Copyright:

    © All Rights Reserved
    Download as PDF or read online from Scribd
    Flag for inappropriate content
    of 29
    ‘constuTion oF ‘Sethe Aster Global Investment Lin ANINTERNATIONAL COMPANY UIATED BY SHARES Name and continuation 1, Thename ofthe Companys Bethe Aster Global Investment Limited egstered office 2. —_Thefstregstere office of the Company is loated at Govant Bung, P1276, Port Vl, Registered agent 2. ‘Theft ragitered agent ofthe Company l PAUL OE MONTGOLFER ET ASSOCIES LIMITED of Por Via (Vanuatu) (beets and Purposes 4 Save a provide in paragraph Shecen, the objects and purposes ofthe Company andthe types of busiest leauthorsed tocar on are unrestcted Restrnt 5. {8} The Company shal not engage in any att that prohibited byor contrary to any ‘racimant or rule fam forthe time bing in force Vanuat 2) The Compan, belngan international eompany, shall not— (2) carryon busines in Vanuatu; ® ‘or own an intaraet in immovable property suaty in Vanuatu ether thana leave relerred tn sbpargaoh (01 (2) stay tine have ss than one member; (6) rake any vitatlon tothe pub: {0 sacri for any hares or daberturesin the Company: o° (W epost money wth or end money tthe Company. (3) Forthe purposes of subparagraph (2a the Company shall ot be teated as carrying ‘on business in Vanuatu by reson oly that (2). caries on business with another company Incorporate under the Act orn furtherance of the busines ofthe Carmpany eared on oxide Vanu (0) leases remice om bich to cary ons busines a permitted bythe Act; (makes or mantis deposits with» person feented teary 60 banking busine in Vanuatu (4) cbtas professional services from its registered agent, counsel attorneys, Secountans,ookitepe,twust companies, management companies, invesment adviser surance brokers or agents o other sian persons Carrying on busines within Vanuatu (e)_prepiesormintis ts books or records within Vanuat (0. okismestngs within Vanuatu oft rectors or members; (a) hor hares, bt obiigations or other seers in a company incorporated (h) asus share, debt obientone or other secures to any person resident in Vanaty or any company Incorporated under the Act or under the Companies Act. “Tyee ot Comeany 6. The Company ean ternational Company itd by shares. Fie Deetors 7. Thetistlrectorof he Company wil be Mr. Welmin HUANG. Amendment of Const 8, The Company may, by resauton of members, amend thi Constitution. Chang of Status 9, (2) The comsary may change is status rom beng lined by shares to being lite by tuaratee being ited both by shares and gurante in accordance with thi boregaph and such change may be effected notwithstanding that 3t some earer time the Cempany has been any other [or the same] type of company provided that (2) the proposed change i authorised by a resoliton of the members ofthe Company and ie gian effet to within si months from the date of such resdution and (0) thedirectoe mae a statutory declaration in aecordance with the Act which s lodged withthe Rela. (2) where anymember doesnot vote a favour of the members pedal resuton to ‘hange the status of the Company and the change of status may have the effect of Increasing the bit f that member then, excep ns fa 8 that change was made In accordance with the rghts ofthat member a ate speced inthis Constitution at the time tat person became a member, that member may exercise the rights of & ‘Savona parent to Seetion 91 of he At SHARE CAPITAL AND MEMBERS ght attaching to Shares 10, Unless otherwise specie upon ts ise, each share has attached tot (2) therghtto one vot at any meeting of he Company fother than ameeting of a ass lof members of which the holder ofthe share rot amemberl; (0) the ent oan equal share in dividends authorises by the decors In respect of its dlassor series (2 theght oan equal share nthe detribution ofthe apt and surplus assets ofthe ‘company. ‘Types of shares 13. (3) The Company may tue on such terms and in uch manner as the erectrs before oF at theme of the sue ofthe shares may, by resolution, determine — (0) eater shares (0) shareshaving spec conditional eahanced ited fn voting hts (shares ith or wtout pr ve: (8) numberesor unnumbered shares (6) converble common, ordinary preferential or redeemable shares (1 shares that ent prtcipaton ony in cetain assets; (a) sare, the holders of wich are ented to fore thems (8) sharesin any oe ot more erences: (options orbs, or instrument ofa ilar nature to acai any Secuties of tne Company. ()—_securtiasthat, 9 he option ofthe alder thereof or ofthe Company or hon the happening of. specfied event, are convertible Into, or ‘evcrangenle for, ther secures inthe Company ot any property then ‘ned oro be owned bythe Company, (W)shares tat cany the ght suspend the voting eho ther shares ‘or any combinton threo. (2) Unless otherwise spectedby the directors von sue, regitredshae shale transferable, ‘Aotment and tsve of hares 12, (2) Subject tothe provsion of thi Canstttion, the unised and easury shares ofthe ‘callon shares 3, o a a company shal be at 1 poral of the directors who may offer, lt grant options ‘over of otherwise dspose of them to such persons, at such tunes, for such ‘onsderaton (subject 0 section 21 ofthe Act] nd upon such tems and conditions the rectors may by resolution determine. Unless the directors thera determine before ora the tine of ts sue the joint holders ofa share tall be ony and several lable forthe consideration due in respect thereat Subject tothe tems of se (a) the drectoe may by retolaion, make calls upon the members in respect of lv monies und on thelr shares and each member shal subject to recehing at east 14 days notice speiyrg when and where payment tobe ‘made, py tothe company 9 reqiea by the nate the amount called on is (8) acall maybe required tobe pai by instalments and may, before receit by ‘he company of any sum due thereunder, be revoked ia whele orn part and payment! tell may be postponed in whol rn Fart (the rector: may determine when making the cll that ifthe call emai ‘unpaid tert hes Become due and payable the person from whom i ve "hal pay interest onthe amount unpaid om the date fl due to the date ‘terme a provided that the ably to pay interests contained inthe rie ofthe call ntrest shal be paid such ckeumstances; (4) the dicectors may waive the payment ofinterestduein whole orn prt ‘cal sl be dered to have boon made ot the tne when the elution ofthe ‘rector authorising the cal was passe. 12) The joint noes of a share shall be Joly and severally ible to pay al alls in respeat thereat. (4) Anamountpayablein respect ofthe sue of a share oF on any fied date, Inching “ninsalentof a shal be deemed tobe 3 calla fs nt pad the provisions ‘ofthis Constton shall apply a that amount had become due and payable by eae of se (5) The drecors may nue shares to holders subject te diferent amounts and diferent ‘mes of payment otal thereon Foreture of shares by Company 14, (a) tf caremaing unpaid after it has become dve and payable the directors may eve the person fom wham tis dve not lee than 1 days nalie requiring payment of the amount unpaié together wth any interest hat may have 2crued thereon (2) The note shal nae the place where the cl iso be pad and shal state that te otic Is ot compe with the shares respect of which the cll was made wil be Mabe tobe fortes. (2) ifthe note ie net complied withthe sretors may, by resolution, Before the ® 6 6 a psymentrequred by the nace hasbeen made, fore the shar. The forfeltre shall Include all dvidendsor ater monies payable in respect ofthe share whlch have not been pad betore the forte. ‘forfeited sare may be sald or otherwise spose of on such terms and in such ‘manner asthe Secor think ft and at any me before a sale or éspoation the Cirectors mayb resluton, cancel the fretre on such ters as they think it | person whose shaes have been freed shal eat Yo be a member in respect of those shares, but shal ptwithstanding, remain Habe forthe eal instalment of cll fo consideration du the date of fortere Bt his ality shall cease if and when the company shal have received payment in ful (or mons ofan equivalent vale to the consideration outstanding) n respect of the shares ner forthe purposes of ie eeposl a freed share tobe transferred to any person, the decors may authorse some person to execute an instrument of tranforto that person, | statutory decaration bya recor that a share hasbeen forfeted ona spectied date shal be concave evidence ofthe fas stated therein as aginst all persons aiming to be ented to the shae and the declaration shal, subject to the ‘execution ofan istrument of taster (necessary) constitute a good tile tothe {hare and the person to whom the sare speed af shall ot be bound to see to ‘the appliation ofthe consideration, f any, nor shal hist othe share be affected by any reply in or ieay ofthe proceedings In reference othe orfeture of spose the share. Forftre of shares by Holder 15, When holder af share, blog so ented, fortes that share, is ality im respect of he share shallbe ited to the amount of ary ells of amounts, f any, unpaid on tote shares where ‘the aliemade within a period of three montis ae he date ofofeture provided that forfetre by aoe, or where there have been previous forfetures by holders, the ast such forftue shal notte efective I the frfstre by Rel orn combination wth any ether forfeiture resus inthe Fedution ofthe number of members ofthe Company toes than oe en ww) @ eo ‘The eirecor may sue a registered sare not beng fully paid share) subject tothe Company having olen on the sare fora mans (heer presently payable or ot) ‘avable a fed time or celled in rexpec of that share. Te compan len on 2 ‘hare shall etendtoany amount payable in respect of “The company may sin uch manner ae the directors may determine any shares on which the company has en a sur fn espact of whch the en ens present payable end not paid within 34 day after writen notice has Been given tothe Feghstred bolder ofthe share orto the person ented oI in consequence ofthe ‘death orbakruptyof he holder, demandg payment and stating that the notice ‘snot comple with the shares maybe ol. To give eect to any sue sale the rectors may authorise some person to execte 3 ‘tanafer of the share sold to in accordance withthe ection ofthe purchaser ‘The the ofthe transferee to the shares shall at be flected by any lreguaiy in oF invalidity of the procesings in tterence to the sale or the application of the proceeds thereat « ‘The net proceed of sale, after payment ofthe costs, shall be appl in payment of s0 much ofthe sum fr which the lan exis 95s presently payable, and any residue ‘hal (ubect toa lke be for consideration net present due as ented upon the ‘hares before the sl) be pat the person ented tthe shces tthe ate ofthe Sie Variation of Rights @ ® vat any em the share captalsdvided into ferent asses of shares, the rights tached to ay cla ones terse provided by the terms of sue ofthe shares ‘of hat as) may, whether or not the company ibing wound up, be varied with he “onsen in vring ofthe holder of nets than 75 percent ofthe sued shares of ‘that dats and of the hoiders of rat ls han 75 percent ofthe sued shares of any other cass of shares which may be acted by such varation, ‘Therights conferred upon the holders he shares of any ls issued with prefered Cr other rit shall oot unless atervee expres provided by the terms of issue of ‘he shoes of tat das, be deemed be varied by the creation or sue of further shares ranking par pss therewith ‘ny vation of he rahts tached tary shares pursuant to this paragraph shal be ‘sbjecttoseton 18. the At. Anerations of Capital, 18. Subject, where appropiate, tothe proviso nthe Act wth regard to dstibutios, the Company may by eolion af members & © © @ © o burchate redeem or otherwise acquite and hol sown shares; Increase or educe the numberof ts shes; change the currency in which any of shares ae denominated ‘change pa value shares ono par ve and change ropa ale shares to par value; Increaeordecreae the pa value ofan os shares: ‘ve any shares ito 2 larger number of shares of the same cass or series oF amine ny of shares Int s smal somber of shares ofthe some class o eis, Drovided where shares wth par vale are divided or combined the aaaregae por ‘ale ofthe new shares shall be equal tothe aggregate par value ofthe ld shares; determine the numberof clstes an series of shares and the numberof shares of ‘each such dats and series, the pa vale of shares with par vale and te valve at whieh shaces wit par value ae tbe sed and determine the detentions, powers, preferences, ghts, qualifications tations or ‘eateons of xen css and sees of shares; ‘or any combination oF vation thereat Fractional Shares 18. Anyfractiona share issued bythe Company shallhave the coresponding fractional abies, limitations, peeferences, eves, quaifcations cestctions, right and other atibutes ofa whole stare of he same lasso seis share catneates a a ° Every person whase name i entered asa member in he register of members shal ‘wthout pyrent be ented to acertfcte signed by at est wo decor or, the “Sampany aly hes one deter, by et rector, or unde the seal ofthe Company with o without the signature of any director of the Company specving the share or ‘Shares ld and appropiate, he par value there In cespet of share o hares held ji by several persons the Company shall not ‘be bound toe mare than one erttiate, and delivery of a certificate fora share tw one of several jon oder shal be suficlent delivery to alsuch holders, if aenare carfcate i detace, lost or destroyed t maybe renewed on such terms, if any ast evidence and indemnity and the parent of autaFpocket expenses of Investigating the Tons. deferment or destruction of the shore certieates 35 the recs thnk ‘any member rceving a crtifeat shal hold the company and ts rector harmless from any loss or hab which It or they may incur by reason of wrongful oF {Haudulnt use or epreentaton made by anypersn by vite of the possession of sven certete Nom:Recognton of Trusts 23, facept as requires by lw, 0 peri shall be recognized by the Company a holding any ‘mare upon any tat, and te Company shall not ‘ound by oF be compelled in any way ‘recognise (even when having notice there any equitable, contingent, future or para interes in {ny share ov any interetin any factonal part a a hare or any othe rights in respect of any share ‘eacept an absolute right tothe eniety thereof by the registered holder. Transfer of Registered shares 2 0 a ° “ © ‘Registered shares which are transferable maybe transfered bya written instrument fof transfer signed by the transferor and ontaining the rame and adress of the trontoree ‘The Company shal on the aplaton of the transferor or on receipt fom the transfer of tanser 84 aforesaid of 2 repstered share, ener In Rs Register of Members the name and aes ofthe trandferee ofthe sare In the absence ofa writen Instrument of transfer as aforesaid, the directors may accept such evidence ofa Wane of shares as they consider aporopriat, “The Company shal aot be required to treat a tansere ofa registered share a6 3 ‘member unt the ransfere's name ht been entered inthe Register of Members “The Grecors may, in hee absolute decretion and without assigning any reason therefore decline to vegister any transfer cf repitered share whether 0 tis ‘uly pad W the rectors refuse to regitera share transfer they sal, within 2 months ater the date on which the transfer was lodgad withthe company, send tothe transferee note ofthe eus “Transmission of Shares 23, The personal representative, guardan or trustee at the cae may be of 3 decease, incompetent or bankrupt sole holder of egstered share shal be the only arson recognised by the {Company as having any tet the share, the case of share registered in the names of two oF more holes, the surior or Suro, and the personal representative, guardian or trustee, athe ‘ase may be, ofthe decested incompetent or bankrupt holder, sal be the onl persons recogiseg bythe Company a having any eet the share but they shal nt be ented 0 exer any rights 5a rmember untl they have proceeded asst forth below (0) Any person becoming entitles by operation ftw ov otherwise toa share o shares In consequence ofthe death, incompetence or ankrupty of any member may be fegstered as 2 member upon such evidence being produced 35 may reasonably be reguied by the iectrs. An application by any such person tobe registered 25 2 ‘member fra purposes shall be deemed tobe a arse of shares ofthe decensed, Iheompetert or bankrupt member an the dvctors shal teat t 35 sch: 12) Any person who has become ented to share or shares in consequence of the death, incompetence or bankruptcy f any member may, instead of beng registered meal equertin wing tat some perso to be named by him Be relstred a 2 transferee of sch share or shares and such request shall ews be treated asi ‘were rarer. Disrbutons andthe Solvency Test 24, (a) Subject to any special or iid rights attaching to any shares, the directors may, by fesolution, authors dstbution by the company at such time and of such amount and to such members 35 they thnk ft, provided that they are sated thatthe ‘Company wil afer he disrbuton, sty the solvency test. (2) (@)__ The Actprovides thatthe Company wil satis the solvency test (9 its able o pays debts as tey become de Inthe norma course of uses: na (W) the realaabie value ofthe Company’ assets is greater than the Deareeae ofthe present valve of elles, whether contingent or others. (8) termining whether the Company satisfies the solvency test regard may ‘be had either to nancial statements prepared onthe basis of accounting Dactes and principles that ae reasonable Inthe ceumstanct, ora far ‘alton or other method tat reasonable lathe eumstances. {e)“Realsable value", nrlaton to any ase, means the price that would be psi for that asset by» purchavar nan "at rms length transaction. (3) In anoying the soheny test forthe purposes of the Act and this Constitution, "debt sl nei fed preferential retuns on shares ranking ahead of those in respect f which a datroution ie made, ap "Iabities” shall iclude the aroun that ‘would be requed, if the Company was to be wound up immediate after the ‘Sst, to sat the fied enetiements of al members o ether arson at that time, except tothe event where that fed proferersal return or entement By 2, 0 a @ sr o a ® ° the terms upon which those shares were sued subject to the power ofthe erectors tomake the ation Subic to the provisos ofthe Act with regard to the solvency test, the Company may, by 2 resolution of Secor, declare and pay didends in money, shares oF ‘ther propery in accordance wth the respective rights of the members. Where a ‘Send isto be satis wholy or party bythe dstrbuion of asets ther than money, and where any aifiuty ares wit regard to the dstbution, the directors Imay sete the sare ana in pavtelor may issue factional certificates and fbx the Value fr dstribtion of any assets ard may determine that cash sal be pid to any ‘member upon the bats ofthe values hd in order to ast he rights of members Say ves any assets in rstees. ‘he directors may, before dearing any dvdend et aside out of the Gstibutable ‘monies ofthe Company sich sums they think proper a 9 reserve oF eserves ‘which shal, at the sisveton of the rector, be applabe for meeting Contingencies o for anyother purpose a whieh the mies may be propery appli ‘nd pending such application may, ot he lke dsereton, the mors may eter be “employed inthe business of the Company or be invested in such investments asthe ‘Srectors may rem tme to ume think “the rectors may poy interim dvidends lf appears to them tat they are jstifed having regard tothe aan sate ofthe coma ‘xcept a otherwise proved by the rights attached toa share upon ts ive and ‘rcept at provided in subpargragh (5), al sharer shal rk eaal fr dividend “The directors may, by reroalon, reduce the didend payable In respect of regtered share which ate rat fl ald by a proportion equal to that proportion of the total consideration payable forthe share whieh was unpaid atthe end ofthe evodin expec of whch the vider was pid [Any perion ened to receive # dvdend ofsharas may let otto recive such share, Notice of any dividend that maybe declared shall be given to each member inthe {ame manner 3: noi of & meeting of members, 3s provided In pragraph 48, and “i videns nclsmed for three yers ater having been declared may be forte by the rectors forthe benei ofthe Comany. If several persons are reqitered jin holders of any share, any of them may give ‘fetal feet for any aiden or ether monies payable on oF In respect ofthe share No dvisend sha bear interes aganstthe Company ‘Acqulson of Own Shares 26. @ “Subject to the provslon of the Ac with regard tothe solvency test, the Company tay by 2 retlution of rectors, purchat, redeem rather acquire and hol its ‘wn shares provided that such ransaton doesnot rest inthe Company becoming ‘he sole member ‘The Company may provide finan assitance, whether drecty0¢ indirect and o @ wheter by way ofan, guarantee, o otherwise, othe purpose of rin connection with the purchase or subscription of Rs shares, the shares of any subsidiary or of ts hong company if ny “There shal be mo regirement to meet the solvency test where shares repurchased, eesearedor otherwise acquired (3) pursuant opt of» member to have hs shares redeemed orto have his {hare exchange for money other property ofthe Company ()_imexchange for newly sed shares inthe Company byw of he prov of Secon B9 of he Ac oF (8) porwant tan order ofthe cour. “any shares hat the Company purchases, redeems or otherwise acuies may be ‘eaneled or eld as Teasuy shares. Shares Disabled a Respect cf Voting and Dividends n. 0 a ‘Where share in the company are held bythe Company a resury shares, those ‘hares rent ened to vot oto have sigends pad thereon Were shares inthe Company are held by another company of which the Company hols, ety or iret, shares having more than SO percant ofthe votes inthe ‘lection of recor ofthat other company, the shares of the Company held by that ‘other company ae nt ented to vote oF to have dividends ald thereon and the ‘Shares shall not be treated as outstanding for any purpose under the Actor exept {orthe purpise of aetermining te expt ofthe Company. Increase or Reduction of Cantal 2, a a ‘The opt the Company may, by resolution of erectrs, be (3) imerasedjor (b) sbi othe provisions ofthe Act with regard to the elven test reduced ty turing to members any amount recelved by the Company upon the ‘sus of any of Re shares or cancling any captal thats fost or not ‘epoesented by asses hang ealsbie vale. ‘The Company may, wth the consent ofthe members affected, convert ny amount ots capa to debt obgntions owed by tothe holder of those shares whether by reaymentor by direct conversion tan nst-umet) AEGISTERED OFFICE ANO REGISTERED AGENT Registered Office and Aget 2, a 2 ‘As requred by the At very company shall havea regltred office and registered agentinVaruts ‘he drectes may, by resolution, change the address of the registered office oF change the registered agent ofthe Company. ” DARECTORS AND OFFICERS Appointment, Term nd Removal fDrectors oa o © ‘The fist director shal and any subsequent decors may, be appointed by the ‘members for such werm os they may determine. [decor shall cease to hold ofce, on the expiry of is term or on is death, ‘esenotion or upon the vacation of hs fice pursuant tosubparagraph (3) herein. ‘The ofc of director shal be vacated t— la) hele removed frm office by a resolution of the members er ofthe directors othe Company, (bo) inthe case ofa corporate tector, enters lauidatin or ceases to bea ‘ody corporate, inthe case of mind he becomes bankrupt or makes any arrangement cor compotion with Nis creiors generally (3) he becomes of unsound min, or f sh ni health a5 be incapable of managing his ffs er (2) he esas his fice by ang writen nate tthe Company, which ese the eslgnation shall ave elect fom the ast he notice I received bythe ‘ormpany fom suchiatr dat a may be spectiedin the notice ‘Ya director shall cease to hold ofc before the ez of his term of office, the femaiing decors may, by reslulon, appoint 2 new director in his place to Complete his term, Un rector ae appointed, the Incorporatos shal have the power to act as ‘rectors, | rector shat not be required to hold shares inthe Company but neverthees hall be ented to atend and speak at any meeting of themembers and at any separate meeting of the hlses of any class of shares. Number of Dretos 231, The number ofirectors shall be not ss than one nor more han seven. Powers rectors 2 a 8 Subject o any directions ian by ceoltion of the members ofthe company, the inanes ofthe Company salve managed by th divers who may exercce athe Dower ofthe company tet are not reserved tothe member by the AC or by this Conattin, No amendment of th Consttution and no rection given by resolution ofthe ‘members shall ivaldate any prior at ofthe ects which woul have been vais had the amendment not been made or the direction ot been even “he Board may entrust o 3nd confer upon any director or offices any af the powers fneresable by upon sich terms and conditions and with such restitions as thinks ft andelterclteray with, ft the excision of, sown powers and may {rom tome revoke, withdraw, ater ovary lor any af such powers (4) The directors may fram time to time and at any tne appoint any company, fm, person or boty of persons tobe the aforey or atoreys ofthe Company fr such purposes anc with such powers, auhorter and auctions (not exceecng those ‘ested in or exrcaable bythe decors unde ths Constitution) and for such period {ed subect te such conditions a they my thnk Fad any such powers of ttorey may contain neh prowions forthe protection and convenience of person dean with any ttarey arte retors may thik ft, and may also authors any attorney to delegate alr any ofthe powers, authorties and sretios vested in him. (5) The drectorsmay exercise al the powers of the Company to boriom money and to morgage oF charge its undertaking and propery of any part thereat sue Cebortures, debenture stock and other secures whenever moneys borrowed ofa {ecuty fray deb, diy 2 abigation ofthe Company oof any thi ary, ‘Emoluens and Expenses Directors 33, (The emolumants of any lector n respect of services to be rendered by him 25 9 rector salle determined by 2 resolution of rectors, (2) The directors maybe paid all traveling. hotel and ater expenses propery incurred by them in conection with the attendance at meetings of directors or committe of rectors any meetings of members oof 3 class of members o of debenture holders, otherwise in connection with he discharge of ther dts. (2) the Compary may py 102 iector who atthe request ofthe Company held ny ‘fice (ncutng 2 rectorhg) of Feners saves to any company in which the ‘Company may be interested, sich remune’ston whether by Way of aly, ammission, partipaton i profits or otherwise in respect of such fie or series 35 shal be approved by resolution of the decors. committees of Directors 34. (2) Thedractor may, by resolution, designate one or more committees exch consisting (2) Each committee shal have such powers and authority as are set forth in the ‘esoltonetablshing except that no commit sal have power or author to Sppont or move sectors. (2) Thechrectos may, by retoliton at ay time revoke o amend the powers given to camvmttee pursuant to this paragraph (4) Subject 0 sny condtons imposed by the directors, the proceedings of «committee ‘with two ot more members hal be governed by the provisions of ths Constition Fegulting tre proceedings of dectrs faa they are capable of app ng Notice of Meetings of Directors 35. (1) Eaehdtrectershallbe given not ess than 2 days notice of meetings of ecto (2) A mesting of decors etd otherwise than in aecordance wth sub-paragraph (2) Shollbe ald the majority or directors ened ove tthe meting have wales the notice of the meeting and for ths purpose the presence of & recor at the 0 esting sabe deemed to constate waiver on his pat “he inadvertent flue to give novice of 2 meting to 2 recor, or the fact that 2

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