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INTERNATIONAL BUSINESS COMPANIES ACT
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POWERS OF DIRECTORS
2023 Laws not yet authenticated through a Commencement Order

Revised Laws of Saint Lucia (2023)

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POWERS OF DIRECTORS

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    58.   The business and affairs of the Company shall be managed by the directors who may pay all expenses incurred preliminary to and in connection with the formation and registration of the Company and may exercise all such powers of the Company as are not by the Act or by the Memorandum or these Articles required to be exercised by the members of the Company, subject to any delegation of such powers as may be authorised by these Articles and to such requirements as may be prescribed by a resolution of members; but no requirement made by a resolution of members shall prevail if it is inconsistent with these Articles nor shall such requirement invalidate any prior act of the directors which would have been valid if such requirement had not been made.

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    59.   The directors may, by a resolution of directors, appoint any person, including a person who is a director, to be an officer or agent of the Company.

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    60.   Every officer or agent of the Company has such powers and authority of the directors, including the power and authority to affix the Seal, as are set out in these Articles or in the resolution of directors appointing the officer or agent, except that no officer or agent has any power or authority with respect to the matters requiring a resolution of directors under the Act.

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    61.   Any director who is a body corporate may appoint any person its duly authorised representative for the purpose of representing it at meetings of the Board of Directors or with respect to unanimous written consents.

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    62.   The continuing directors may act despite any vacancy in their body, save that if their number is reduced below the number fixed by or under these Articles as the necessary quorum for a meeting of directors, the continuing directors or director may act only for the purpose of increasing the number of directors to that number or summoning a meeting of members.

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    63.   All cheques, promissory notes, drafts, bills of exchange and other negotiable instruments and all receipts for moneys paid to the Company, shall be signed, drawn, accepted, endorsed or otherwise executed, as the case may be in such manner as the directors shall by resolution determine.

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