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64.   Bye-laws and bye-law powers

Revised Laws of Saint Lucia (2022)

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64.   Bye-laws and bye-law powers

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    (1)   Unless the articles, bye-laws, or unanimous shareholder agreement otherwise provides, the directors of a company may by resolution make, amend, or repeal any bye-laws for the regulation of the business or affairs of the company.

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    (2)   The directors of a company shall submit a bye-law, or any amendment or repeal of a bye-law made under subsection (1) to the shareholders of the company at the next meeting of shareholders after the making, amendment or repeal of the bye-law; and the shareholders may, by ordinary resolution, confirm, amend or reject the bye-law, amendment or repeal.

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    (3)   A bye-law, or any amendment or repeal of a bye-law, is effective from the date of the resolution of the directors making, amending or repealing the bye-law until—

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      (a)     the bye-law, amendment or repeal is confirmed, amended or rejected by the shareholders under subsection (2); or

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      (b)     the bye-law, amendment or repeal ceases to be effective under subsection (4),

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    and, if the bye-law, amendment or repeal is confirmed or amended by the shareholders, it continues in effect in the form in which it was confirmed or amended.

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    (4)   When a bye-law, or an amendment or repeal of a bye-law is not submitted to the shareholders as required by subsection (2), or is rejected by the shareholders, the bye-law, amendment or repeal ceases to be effective; and no subsequent resolution of the directors to make, amend or repeal a bye-law having substantially the same purpose or effect is effective until the resolution is confirmed, with or without amendment, by the shareholders.

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    (5)   A shareholder who is entitled to vote at an annual meeting of shareholders may, in accordance with sections 114 to 122, make a proposal to make, amend or repeal a bye-law.

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    (6)   Within 90 days of its incorporation, a company shall send to the Registrar the bye-laws of the company. (Substituted by Act 4 of 2021)

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    (7)   A bye-law under subsection (6) must be accompanied by the prescribed filing fee. (Inserted by Act 4 of 2021)

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    (Amended by Act 13 of 2015)

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