Revised Laws of Saint Lucia (2021)

Schedule

(Section 2)

Member States

1.  

   (a)     Anguilla

1.  

   (b)     Antigua and Barbuda

1.  

   (c)     Barbados

1.  

   (d)     Belize

1.  

   (e)     British Virgin Islands

1.  

   (f)     Commonwealth of Dominica

1.  

   (g)     Grenada

1.  

   (h)     Guyana

1.  

   (i)     Haiti

1.  

   (j)     Jamaica

1.  

   (k)     Montserrat

1.  

   (l)     Saint Christopher and Nevis

1.  

   (m)     Saint Vincent and the Grenadines

1.  

   (n)     Suriname

1.  

   (o)     The Bahamas

1.  

   (p)     Trinidad and Tobago

(Substituted by S.I. 120/2014)

CHAPTER 13.01
COMPANIES ACT

SUBSIDIARY LEGISLATION

List of Subsidiary Legislation

Companies Regulations – Section 535

(Statutory Instruments 81/1996, 59/1997, 89/1999, 74/2001, 46/2012, 33/2016, 87 of 2016 and 171/2020)

Statutory Instrument 81/1996 .. in force 1 January 1997

Amended by S.I. 59/1997 .. in force 26 July 1997

Amended by S.I. 89/1999 .. in force 30 October 1999

Amended by S.I. 74/2001 .. in force 14 July 2001

Amended by S.I. 46/2012 .. in force 29 May 2012

Amended by S.I. 33/2016 .. in force 4 April 2016

Amended by S.I. 87/2016 .. in force 24 October 2016

Amended by S.I. 171/2020 .. in force 2 November 2020

Commencement [1 January 1997]

1.     These Regulations may be cited as the Companies Regulations.

PART 1
PROSPECTUS

2.     To comply with the requirements of the Act a prospectus must, in addition to the matters specified in section 305 of the Act, subject to the provisions contained in Part III of Schedule 1, state the matters specified in Part I of that Schedule and set out the reports specified in Part II of that Schedule.

3.     To comply with the requirements of the Act a statement in lieu of prospectus lodged by or on behalf of a company must, in addition to the matters specified in section 321 of the Act subject to the provisions contained in Part III of Schedule 2, be in the form and state the matters specified in Part I of that Schedule and set out the reports specified in Part II of that Schedule.

PART 2
NAMES

4.

1.  

   (1)     The name of a company must not be comprised entirely of general words but such general words must be prefixed by a distinctive word or initials unless the name has become established by a long and continuous prior use, but the Registrar may consider the name as a whole and not only its separate elements before disapproving a name.

1.  

   (2)     The Registrar may refuse incorporation or registration of a company the name of which contains—

   1.  

      (a)     the words “Saint Lucia”; or

   1.  

      (b)     a word or phrase that is obscene or connotes an undertaking that is scandalous, obscene or immoral.

5.     A corporate name that is confusing with the name of a body corporate must not for that reason alone be prohibited if—

1.  

   (a)     the request for that corporate name relates to a proposed company that is the successor to the business of the body corporate and the body corporate has ceased or will cease to carry on business;

1.  

   (b)     the body corporate undertakes in writing to dissolve or to change its name within 3 months;

1.  

   (c)     the corporate name sets out in numerals the year of incorporation in parenthesis immediately before the word “limited”, “incorporated”, or “corporation” or the abbreviation thereof, or before such other word as the Registrar may approve.

PART 3
SHARE DESIGNATIONS

6.

1.  

   (1)     A share must not be designated as a common share if—

   1.  

      (a)     it is a redeemable share;

   1.  

      (b)     it does not participate in the remaining property of the company upon a dissolution.

1.  

   (2)     A share must not be designated as a preference share unless it has at least one preference over shares of another class.

PART 4
PROXIES AND CIRCULARS

7.     A form of proxy must not confer authority to vote in respect of the appointment of an auditor or the election of a director unless a bona fide proposed nominee for the appointment or election is named in the form of proxy, a management proxy circular, a dissident's proxy circular or a proposal under section 214 of the Act.

8.     A management proxy circular that is sent to the Registrar must be accompanied by a statement signed by a director or officer that a copy of the circular has been sent to each director, each shareholder entitled to notice of the meeting to which the circular relates and to the auditor of the company.

PART 5
FINANCIAL DISCLOSURE

9.     The financial statements referred to in section 149 of the Act and the auditor's report referred to in section 171 of the Act must, except as otherwise provided by this Part, be prepared in accordance with standards approved by the Institute of Chartered Accountants of Saint Lucia or any other recognised supervisory body recognised as such by order made by the Minister under section 158 of the Act.

10.

1.  

   (1)     The financial statements referred to in section 149 of the Act must contain at least—

   1.  

      (a)     a balance sheet;

   1.  

      (b)     a statement of retained earnings;

   1.  

      (c)     a statement of income; and

   1.  

      (d)     a statement of changes in financial position.

1.  

   (2)     Financial statements need not be designated by the names set out in paragraphs (1)(a) to (1)(d).

PART 6
EXEMPTION FROM PUBLIC DISCLOSURE OF FINANCIAL STATEMENT

11.     In this Part “disclosing company” means a company referred to in section 150 of the Act.

12.     Disclosure of information may be detrimental to a disclosing company within the meaning of section 150 of the Act, in addition to any other reason, where the disclosing company would be at a disadvantage—

1.  

   (a)     in its dealings with suppliers, customers or others; or

1.  

   (b)     because it deals in only one line of products or services; and—

   1.  

      (i)     its competitors are not required to make similar disclosure, or

   1.  

      (ii)     its competitors deal in several lines of products or services and disclose information in a form that prevents identification of financial information in respect of any particular product or service.

13.

1.  

   (1)     The Registrar may, on such reasonable conditions as he or she thinks fit, exempt a disclosing company from the application of section 154(1) of the Act if—

   1.  

      (a)     the disclosing company is a subsidiary of a holding body corporate incorporated—

   1.  

      (i)     under the laws of Saint Lucia,

   1.  

      (ii)     outside of Saint Lucia and the business of the disclosing company is not economically significant in Saint Lucia having regard to its products or services or its share of any market;

   1.  

      (b)     it sends to the Registrar for public disclosure a summary of its financial statements that are the subject of the application showing the amounts set out therein with respect to—

      1.  

         (i)     current assets,

      1.  

         (ii)     fixed assets,

      1.  

         (iii)     other assets,

      1.  

         (iv)     total assets,

      1.  

         (v)     current liabilities,

      1.  

         (vi)     long term liabilities,

      1.  

         (vii)     total liabilities,

      1.  

         (viii)     shareholders' equity,

      1.  

         (ix)     investments in affiliated bodies corporate,

      1.  

         (x)     loans and advances from affiliated bodies corporate, and

      1.  

         (xi)     percentage of change of gross revenue from the immediately preceding financial period; and

   1.  

      (c)     it sends to the Registrar for public disclosure consolidated financial statements for all of its affiliates that carry on business in Saint Lucia.

1.  

   (2)     The Registrar may, on such reasonable conditions as he or she thinks fit, exempt a disclosing company from the application of section 154(1) of the Act when the company is affiliated with another body corporate by reason only that some or all of its shares are held by another person—

   1.  

      (a)     in trust; or

   1.  

      (b)     subject to an agreement or arrangement under which, upon the fulfilment of a condition or the happening of an event that it is reasonable to expect will be fulfilled or will happen, the affiliation with the other body corporate will terminate.

1.  

   (3)     The Registrar, may on such conditions as he or she thinks fit, exempt a disclosing company from the application of section 154(1) of the Act where the company (hereinafter referred to as the “controlled company”) would be affiliated with another body corporate by reason of being controlled by the other body corporate or by reason of both bodies corporate being controlled by the same person (which body corporate or person so controlling the controlled company is hereinafter referred to as the “controller”); and

   1.  

      (a)     the controlled company is a party to an agreement or arrangement under which, upon the fulfilment of a condition or the happening of an event that it is reasonable to expect will be fulfilled or will happen, the controlled company will—

      1.  

         (i)     cease to be controlled by the controller, and

      1.  

         (ii)     become controlled by a person with whom the controller deals at arms length; and

   1.  

      (b)     the principal reason for the control of the controlled company by the controller is to secure the interest of the controller in respect of—

      1.  

         (i)     any loan made by the controller, the whole or part of which is outstanding, or

      1.  

         (ii)     any shares issued by the controlled company that are held by the controller and that are, under the agreement or arrangement, to be redeemed by the controlled company or purchased by a person referred to in paragraph (a)(ii).

PART 7
APPLICATIONS FOR EXEMPTION

14.     This Part applies to every application for exemption under section 144, 150 or 154(3) of the Act.

15.     An application for an exemption must be made to the Registrar in Form 27 in Schedule 3.

16.

1.  

   (1)     An application for an exemption under section 144 of the Act must be made before the date of the notice referred to in section 141(1) of the Act.

1.  

   (2)     An application for exemption under section 150 or 154(3) of the Act must be made at least 60 days before the documents in respect of which the exemption requested are to be sent to the Registrar.

1.  

   (3)     Despite paragraph (1) or (2) the Registrar may, on such reasonable conditions as he or she thinks fit, extend the time for making an application for an exemption.

17.     The Registrar must, within 30 days after receipt of an application for an exemption, grant the exemption requested or send to the applicant written notice of his or her refusal together with reasons therefor.

18.     The Registrar may request that an applicant for an exemption furnishes him or her with further information or that any other person furnishes him or her with information in writing that is relevant to the application.

19.     The Registrar must furnish the applicant for an exemption with a copy of any information received from any other person under regulation 18 and must allow the applicant a reasonable opportunity to respond in writing.

20.     Where an applicant for an exemption or a person from whom the Registrar has requested information under regulation 18 does not provide the information within a time specified by the Registrar, the Registrar may deal with the application without regard to the information.

21.     If the Registrar does not grant an exemption or send written notice of his or her refusal within the time specified in regulation 17, the applicant may exercise his or her rights under section 247 of the Act as if the Registrar has refused the exemption.

PART 8
FORMS

22.

1.  

   (1)     Except as may be otherwise authorised herein, the forms in Schedule 3 are prescribed as the forms of documents to be sent to the Registrar or to be issued by him or her under the Act.

1.  

   (2)     A prescribed form other than the annual return, need not be in the prescribed form obtained from the Registrar but where the form is not obtained from the Registrar the form used must conform as closely as possible to the format of the prescribed form.

1.  

   (3)     The forms which are to be used in relation to the continuance of a company under Division D, Part 3 of the Act are to follow the forms prescribed in Schedule 3 for continuation of former-Act companies with suitable modifications and adaptations.

1.  

   (4)     The documents prescribed by this Regulation must be—

   1.  

      (a)     on good quality paper and on letter size paper which measures approximately 8.5″ by 11″;

   1.  

      (b)     printed or typewritten in no less than size 12 font; and

   1.  

      (c)     legible and suitable for microfilming and photocopying. (Substituted by S.I. 33/2016)

23.     Where possible, each individual item in a document must be set out in one or more sections, numbered in sequence, and each item must be preceded by an appropriate heading.

24.

1.  

   (1)     Numbers in a document must be numerical and not in words.

1.  

   (2)     Information in a document must, where practical, be set out in tabular form.

25.

1.  

   (1)     If an item of information required to be disclosed in a form does not apply, it must be so indicated by the phrase “not applicable” or by the abbreviation “N/A”.

1.  

   (2)     If information is set out in response to one item in a document, it may be referred to in response to any other item in that document by a cross reference.

26.

1.  

   (1)     Where—

   1.  

      (a)     any provision required to be set out in a form furnished by the Registrar is too long to be set out in the space provided in the form; or

   1.  

      (b)     an agreement or other document is to be incorporated by reference in and to be part of the form,

1.  

   the person completing the form may, subject to subregulation (2), incorporate the provision, agreement or other document in the form by setting out in the space provided in the form the following sentence: “The annexed Schedule, (or as the case may be) is incorporated in this form” and by annexing the provision, agreement or other document to the form as that Schedule.

1.  

   (2)     A separate Schedule is required in respect of each item that is incorporated in a form by reference under subregulation (1).

PART 9
FEES

27.

1.  

   (1)     Subject to this regulation, the fees payable under the Act are as follows—

   (a)     a search (for up to 3 files)	$5.00
   (for each additional file)	$1.00
   (b)     request for name search	$5.00
   (c)     request for name search and name reservation	$25.00
   (d)     filing an annual return	$25.00
   (e)     certifying a document	$10.00
   (f)     any certificate or certification for which a fee is not provided	$25.00
   (g)     an uncertified copy of any document or part of a document, in addition to the fee for a search under paragraph (a) (per page)	$2.00
   (h)     a certificate of good standing (regular)	$50.00
   (i)     a certificate of good standing (expedited service)	$100.00
   (j)     a certificate of registration of charge	$100.00
   (k)     late filing of annual return in accordance with section 194(1) of the Act (for every month or part of a month after April 1st of each year)	$10.00
   (l)     filing any document not specified	$25.00.

1.  

   (2)     The fees payable under the Act by a company are as follows for—

   (a)     a certificate of incorporation	$750.00
   (b)     an expedited service for certificate of incorporation (within one day)	$1500.00
   (c)     restoring name of company to the register	$300.00
   (d)     a certificate of amendment of articles	$300.00
   (e)     a certificate of restated articles of incorporation	$25.00
   (f)     certificate of amalgamation of —
   (i)     two companies	$750.00
   (ii)     for each additional company	$100.00
   (g)     a prospectus or statement in lieu of prospectus sent to the Registrar	$100.00
   (h)     an exemption under section 144 of the Act	$25.00.

1.  

   (3)     The fees payable under the Act by a non-profit company are as follows for—

   (a)     a certificate of incorporation	$150.00
   (b)     restoring name of company on the register	$50.00
   (c)     a certificate of amendment of articles	$60.00
   (d)     a certificate of restated articles of incorporation	$25.00
   (e)     certificate of amalgamation of 2 companies	$150.00
   (for each additional company)	$20.00
   (f)     an exemption under section 150 or 154 of the Act	$25.00

1.  

   (4)     The fees payable under the Act by an external company are as follows for—

   (a)     a certificate of registration	$3000.00
   (b)     certificate of registration (non-profit)	$1500.00
   (c)     for filing annual return	$100.00
   (d)     late filing of annual return in accordance with section 354 of the Act (for every month or part of a month after April 1st in each year)	$25.00
   (e)     cancelling registration	$100.00
   (f)     revival of registration	$100.00.

1.  

   (5)     The fees payable under the Act by a Member State company are as follows for—

   (a)     a certificate of registration	$500.00
   (b)     an expedited service for certificate of registration (within one day)	$1900.00
   (c)     a certificate of registration (non-profit company)	$100.00
   (d)     filing annual return	$25.00
   (e)     (late filing of annual return) (for every month or part of a month after April 1st in each year)	$10.00
   (f)     cancellation of registration	$25.00
   (g)     revival of registration	$50.00.

1.  

   (5A)     The Registrar may waive the fees payable under subregulation (1)(k) until the 31^st day of December, 2020. (Inserted by S.I. 171/2020)

1.  

   (6)     The Registrar may waive any fee payable under subregulation (1)(d) or 1(l).

1.  

   (7)     If a fee is paid in respect of an application for exemption and the application is registered, withdrawn or abandoned, no part of the fee is refundable.

(Amended by S.I. 59/1997, substituted by S.I. 33/2016 and amended by S.I. 87 of 2016 and by S.I. 171/2020)

PART 10
NON-PROFIT COMPANIES

28.

1.  

   (1)     A non-profit company is exempted from sections 149 to 156 of the Act but the company must within 15 days after its annual meeting, send to the Registrar a copy of its annual financial statement showing—

   1.  

      (a)     the assets and liabilities of the company in the form of a balance sheet; and

   1.  

      (b)     the revenue and expenditure of the company since the date of incorporation or the date of the previous financial statement.

1.  

   (2)     The annual financial statement mentioned in subregulation (1) must be accompanied by the report of the auditor of the company and must be approved by the directors of the company and the approval must be evidenced by the signature of one or more directors.

PART 11
BYE-LAWS

29.     The bye-laws set out in Schedules 4 and 5 may, with suitable modification and adaptation, be used as the general bye-laws of a company and a non-profit company respectively.

Schedule 1

(Regulation 2)

MATTERS TO BE SPECIFIED IN PROSPECTUS AND REPORTS TO BE SET OUT THEREIN

PART 1
MATTERS TO BE SPECIFIED

1.     The number of founders or management or deferred shares, if any, and the nature and extent of the interest of the holders in the property and profits of the company.

2.     The number of shares, if any, fixed by the articles as the qualification of a director, and any provision in the articles as to the remuneration of the directors.

3.     The names, descriptions and addresses of the directors or proposed directors.

4.     Where shares are offered to the public for subscription, particulars as to—

1.  

   (a)     the minimum amount which, in the opinion of the directors, must be raised by the issue of those shares in order to provide the sums, or, if any part thereof is to be defrayed in any other manner, the balance of the sums, required to be provided in respect of each of the following matters—

   1.  

      (i)     the cost of any property acquired or to be acquired which is to be defrayed in whole or in part out of the proceeds of the issue,

   1.  

      (ii)     any preliminary expenses payable by the company, and any commission so payable to any person in consideration of his or her agreeing to subscribe for, or of his or her procuring or agreeing to procure subscriptions for, any shares in the company,

   1.  

      (iii)     the repayment of any moneys borrowed by the company in respect of any of the foregoing matters,

   1.  

      (iv)     working capital; and

1.  

   (b)     the amounts to be provided in respect of the matters aforesaid otherwise than out of the proceeds of the issue and the sources out of which those amounts are to be provided.

5.     The time of the opening of the subscription lists.

6.     The amount payable on application and allotment of each share, and, in the case of a second or subsequent offer of shares, the amount offered for subscription on each previous allotment made within 2 preceding years, the amount actually allotted, and the amount paid on the shares so allotted.

7.     The number, description and amount of any shares in or debentures of the company which any person has, or is entitled to be given, an option to subscribe for, together with the following particulars of the options, that is to say—

1.  

   (a)     the period during which it is exercisable;

1.  

   (b)     the price to be paid for shares or debentures subscribed for under it;

1.  

   (c)     the consideration (if any) given or to be given for it or for the right to it;

1.  

   (d)     the names and addresses of the persons to whom it or the right to it was given or, if given to existing shareholders or debenture holders as such, the relevant shares or debentures.

8.     The number and amount of shares and debentures which within the 2 preceding years have been issued, or agreed to be issued, as fully or partly paid or otherwise than in cash, and in the latter case the extent to which they are so paid and in either case the consideration for which those shares or debentures have been issued or are proposed or intended to be issued.

9.

1.  

   (1)     As respects any property to which this paragraph applies—

   1.  

      (a)     the names and addresses of the vendors;

   1.  

      (b)     the amount payable in cash, shares or debentures to the vendor and, where there is more than one separate vendor, or the company is a sub-purchaser, the amount so payable to each vendor;

   1.  

      (c)     short particulars of any transaction relating to the property completed within the 2 preceding years in which any vendor of the property to the company or any person who is, or was at the time of the transaction, a promoter or a director or proposed director of the company had any interest direct or indirect.

1.  

   (2)     The property to which this paragraph applies is property purchased or acquired by the company or proposed to be purchased or acquired, which is to be paid for wholly or partly out of the proceeds of the issue offered for subscription other than property—

   1.  

      (a)     the contract for the purchase or acquisition whereof was entered into in the ordinary course of the company's business the contract not being made in contemplation of the issue nor the issue in consequence of the contract; or

   1.  

      (b)     with respect to which the amount of the purchase money is not material.

10.     The amount, if any, paid or payable as purchase money in cash, shares or debentures for any property to which paragraph 9 applies, specifying the amount, if any, payable for goodwill.

11.     The amount, if any, paid within the 2 preceding years, or payable, as commission (but not including commission to sub-underwriters) for subscribing or agreeing to subscribe, or procuring or agreeing to procure subscriptions, for any shares in or debentures of the company, or the rate of any such commission.

12.     The amount or estimated amount of preliminary expenses.

13.     Any amount or benefit paid or given within 2 preceding years or intended to be paid or given to any promoter, and the consideration for the payment or the giving of the benefit.

14.     The dates of, parties to, and general nature of every material contract, not being a contract entered into in the ordinary course of the business carried on or intended to be carried on by the company or a contract entered into more than 2 years before the date of issue of the prospectus, and a reasonable time and place at which any such material contract or a copy thereof may be inspected.

15.     The names and addresses of the auditors, if any, of the company.

16.     Full particulars of the nature and extent of the interest, if any, of every director in the promotion of, or in the property proposed to be acquired by, the company, or, where the interest of such a director consists in being a partner in a firm, the nature and extent of the interests of the firm, with a statement of all sums paid or agreed to be paid to him or her or to the firm in cash or shares or otherwise by any person either to induce him or her to become, or to qualify him or her as, a director, or otherwise for services rendered by him or her or by the firm in connection with the promotion or formation of the company.

17.     If the prospectus invites the public to subscribe for shares in the company and the share capital of the company is divided into different classes of shares, the right of voting at meetings of the company conferred by, and the rights in respect of capital and dividends attached to the several classes of shares respectively.

18.     In the case of a company which has been carrying on business, or of a business which has been carried on for less than 3 years, the length of time during which the business of the company or the business to be acquired, as the case may be, has been carried on.

PART 2
REPORTS TO BE SET OUT

19.

1.  

   (1)     A report by the auditors of the company with respect to—

   1.  

      (a)     profits and losses and assets and liabilities, in accordance with subregulation(2) or (3) as the case requires;

   1.  

      (b)     the rates of the dividends, if any, paid by the company in respect of each class of shares in the company in respect of each of the 3 financial years immediately preceding the issue of the prospectus, giving particulars of each such class of shares on which such dividends have been paid in respect of any class of shares in respect of any of those,

1.  

   and if no accounts have been made up in respect of any part of the period of 3 years ending on the date 3 months before the issue of the prospectus, containing a statement of the fact.

   1.  

      (2)     If the company has no subsidiaries, the report must—

      1.  

         (a)     so far as regards the statement of income, deal with the profits and losses of the company in respect of each of the 3 financial years immediately preceding the issue of the prospectus; and

      1.  

         (b)     so far as regards the balance sheet, deal with the assets and liabilities of the company at the closing date of the immediately preceding financial year.

   1.  

      (3)     If the company has subsidiaries, the report must—

      1.  

         (a)     so far as regards the statement of income, deal separately with the company's profits and losses as provided by subparagraph (2) and in addition, include—

         1.  

            (i)     a consolidated statement of income of the company and its subsidiaries,

         1.  

            (ii)     individual statements of income of each subsidiary; or

1.  

   instead of dealing separately with the company's profits and losses, deal as a whole with the profits and losses of the company and, so far as they concern shareholders, with the combined profits and losses of its subsidiaries; and

   1.  

      (b)     so far as regards the balance sheet deal separately with the company's assets and liabilities as provided by subparagraph (2) and, in addition, include—

      1.  

         (i)     a consolidated balance sheet of the company and its subsidiaries, or

      1.  

         (ii)     individual balance sheets of each subsidiary,

   1.  

      and must indicate as respects the assets and liabilities of the subsidiaries the allowance to be made for persons other than shareholders.

20.     If the proceeds, or any part of the proceeds, of the issue of the shares or debentures are or is to be applied directly or indirectly in the purchase of any business, a report made by accountants (who must be named in the prospectus) upon—

1.  

   (a)     the statements of income of the business in respect of each of the 3 financial years immediately preceding the issue of the prospectus; and

1.  

   (b)     the balance sheet of the business at the closing date of the immediately preceding financial year.

21.

1.  

   (1)     If—

   1.  

      (a)     the proceeds, or any part of the proceeds, of the issue of the shares or debentures are or is to be applied directly or indirectly in any manner resulting in the acquisition by the company of shares in any other body corporate; and

   1.  

      (b)     by reason of that acquisition or anything to be done in consequence thereof or in connection therewith that body corporate will become a subsidiary of the company,

1.  

   a report made by accountants (who must be named in the prospectus) upon—

   1.  

      (c)     the statement of income of the other body corporate in respect of each of the 3 financial years immediately preceding the issue of the prospectus; and

   1.  

      (d)     the balance sheet of the other body corporate at the last date to which the accounts of the body corporate were made up.

   1.  

      (2)     The said report must—

      1.  

         (a)     indicate how the profits or losses of the other body corporate dealt with by the report would, in respect of the shares to be acquired, have concerned shareholders and what allowance would have fallen to be made in relation to assets and liabilities so dealt with, for holders of other shares, if the company had at all material times held the shares to be acquired; and

      1.  

         (b)     where the other body corporate has subsidiaries deal with the profits or losses and the assets and liabilities of the body corporate and its subsidiaries in the manner provided by paragraph 19(3) in relation to the company and its subsidiaries.

PART 3
PROVISIONS APPLYING TO PARTS I AND II OF THIS SCHEDULE

22.     Every person shall for the purpose of this Schedule, be deemed to be a vendor who has entered into contract, absolute or conditional, for the sale or purchase, or for any option of purchase, of any property to be acquired by the company, in any case where—

1.  

   (a)     the purchase money is not fully paid at the date of the issue of the prospectus;

1.  

   (b)     the purchase money is to be paid or satisfied wholly or in part out of the proceeds of the issue offered for subscription by the prospectus;

1.  

   (c)     the contract depends for its validity or fulfillment on the result of that issue.

23.     Where any property to be acquired by the company is to be taken on lease, this Schedule shall have effect as if the expression “vendor” included the lessor, and the expression “purchase money” included the consideration for the lease, and the expression “sub-purchaser” included a sub-lessee.

24     References in paragraph 7 to subscribing for shares or debentures include acquiring them from a person to whom they have been allotted or agreed to be allotted with a view to his or her offering them for sale.

25.     For the purposes of paragraph 9 where the vendors or any of them are a firm, the members of the firm shall be treated as separate vendors.

26.     If in the case of a company which has been carrying on business, or of a business which has been carried on, for less than 3 years, the accounts of the company or business have only been made up in respect of 2 years or one year, Part 2 shall have effect as if references to 2 years or one year, as the case may be, were substituted for references to 3 years.

27.     The expression “financial year” in Part 2 means the year in respect of which the accounts of the company or business, as the case may be, are made up, and where by reason of any alteration of the date at which the financial year of the company or business terminates the accounts of the company or business have been made up for a period greater or less than a year, that greater or less period shall for the purpose of the said Part be deemed to be a financial year.

28.     Any report by accountants required by Part 3 must be made by accountants qualified under the Act for appointment as auditors of a company.

--------------

Schedule 2

(Regulation 3)

FORM OF STATEMENT IN LIEU OF PROSPECTUS TO BE DELIVERED TO REGISTRAR BY A COMPANY WHICH DOES NOT ISSUE A PROSPECTUS OR WHICH DOES NOT GO TO ALLOTMENT ON A PROSPECTUS ISSUED, AND REPORTS TO BE SET OUT THEREIN

PART 1
FORM OF STATEMENT AND PARTICULARS TO BE CONTAINED THEREIN

PART 2
REPORTS TO BE SET OUT

1.     Where it is proposed to acquire a business, a report made by accountants (who must be named in the statement) upon—

1.  

   (a)     the profits or losses of the business in respect of each of the 3 financial years immediately preceding the delivery of the statement to the Registrar; and

1.  

   (b)     the assets and liabilities of the business at the last date to which the accounts of the business were made up.

1.  

   2.

   1.  

      (1)     Where it is proposed to acquire shares in a body corporate which by reason of the acquisition or anything to be done in consequence thereof or in connection therewith will become a subsidiary of the company, a report made by accountants (who must be named in the statement) with respect to the profits and losses and assets and liabilities of the other body corporate in accordance with subparagraph (2) or (3) as the case requires, indicating how the profits or losses of the body corporate dealt with by the report would, in respect of the shares to be acquired, have concerned shareholders, and what allowance would have fallen to be made, in relation to assets and liabilities so dealt with, for holders of other shares, if the company had at all times held the shares to be acquired.

   1.  

      (2)     If the other body corporate has no subsidiaries, the report referred to in subparagraph (1) must—

      1.  

         (a)     so far as regards the statement of income, deal with the profits or losses of the body corporate in respect of each of the 3 financial years immediately preceding the delivery of the statement to the Registrar; and

      1.  

         (b)     so far as regards the balance sheet, deal with the assets and liabilities of the body corporate at the closing date of the immediately preceding financial year.

   1.  

      (3)     If the other body corporate has subsidiaries, the report referred to in subparagraph (1) must—

      1.  

         (a)     so far as regards the statement of income deal separately with the other body corporate's profits and losses as provided by subparagraph (2), and in addition include—

      1.  

         (i)     a consolidated statement of income of the body corporate and its subsidiaries, or

      1.  

         (ii)     individual statements of income of each subsidiary,

   1.  

      or, instead of dealing separately with the other body corporate's profits and losses, deal as a whole with the profits and losses of the other body corporate and, so far as they concern shareholders of the other body corporate, with the combined profits and losses of its subsidiaries; and

      1.  

         (b)     so far as regards the balance sheet, deal separately with the other body corporate's assets and liabilities as provided by subparagraph (2) and, in addition, include—

      1.  

         (i)     a consolidated balance sheet of the company and its subsidiaries, or

      1.  

         (ii)     individual balance sheets of each subsidiary,

   1.  

      and must indicate as respects the assets and liabilities of the subsidiary the allowance to be made for persons other than shareholders of the body corporate.

PART 3
PROVISIONS APPLYING TO PARTS 1 AND 2 OF THIS SCHEDULE

3.     In this Schedule the expression “vendor” includes a vendor as defined in Part 3 of Schedule 1, and the expression “financial year” has the meaning assigned to it in that Part of that Schedule.

4.     If in the case of a business which has been carried on, or of a body corporate which has been carrying on business, for less than 3 years, the accounts of the business, or body corporate have only been made up in respect of 2 years or one year, Part 2 shall have effect as if references to 2 years or one year, as the case may be, were substituted for references to 3 years.

5.     Any report by accountants required by Part 2 must be made by accountants qualified under the Act for appointment as auditors of a company.

Schedule 3

(Regulation 22)

LIST OF FORMS

(Substituted by S.I. 171/2020)

(Inserted by S.I. 33/2016)

(Inserted by S.I. 171/2020)

(Substituted by S.I. 33/2016)

(Amended by S.I. 46/2012 and substituted by S.I. 33/2016, by S.I. 87/2016 and by S.I. 171/2020)

(Substituted by S.I. 33/2016)

(Inserted by S.I. 89/1999 and substituted by S.I. 171/2020)

(Inserted by S.I. 74/2001)

(Inserted by S.I. 33/2016)

(Inserted by S.I. 33/2016)

(Inserted by S.I. 33/2016)

(Inserted by S.I. 33/2016)

(Inserted by S.I. 33/2016 and substituted by S.I. 87/2016)

(Inserted by S.I. 33/2016)

(Inserted by S.I. 33/2016 and substituted by S.I. 171/2020)

Schedule 4

MODEL GENERAL BYE-LAW OF A COMPANY INCORPORATED OR CONTINUED UNDER THE COMPANIES ACT

1.   Interpretation

1.  

   1.1   In this bye-law and all other bye-laws of the Company, unless the context otherwise requires—

   1.  

      (a)     “Act” means the Companies Act as from time to time amended and every statute substituted therefor and, in the case of such substitution, any references in the bye-laws of the Company to provisions of the Act shall be read as references to the substituted provisions therefor in the new statute or statutes;

   1.  

      (b)     “Regulations” means any regulations made under the Act, and every regulation substituted therefor and, in the case of such substitution, any references in the bye-laws of the Company to provisions of the Regulations shall be read as references to the substituted provisions therefor in the new regulations;

   1.  

      (c)     “bye-laws” means any bye-law of the Company from time to time in force;

   1.  

      (d)     all terms contained in the bye-laws and defined in the Act or the Regulations shall have the meanings given to such terms in the Act or the Regulations; and

   1.  

      (e)     the singular includes the plural and the plural includes the singular; the masculine gender includes the feminine and neutral genders; the word “person” includes bodies corporate, companies, partnerships, syndicates, trusts and any association of persons, and the word “individual” means a natural person.

2.   Registered Office

1.  

   2.1.   The registered office of the Company shall be in Saint Lucia at such address as the directors may fix by resolution.

3.   Seal

1.  

   3.1.   The common seal of the Company shall be such as the directors may by resolution adopt.

4.   Directors

1.  

   4.1.   Powers: Subject to any unanimous shareholder agreement, the business and affairs of the Company shall be managed by the directors.

1.  

   4.2.   Number: There shall be [INSERT NUMBER OF DIRECTORS OR MAXIMUM AND MINIMUM NUMBER OF DIRECTORS] directors.

1.  

   4.3.   Election: Directors shall be elected by the shareholders on a show of hands unless a ballot is demanded in which case such election shall be by ballot.

1.  

   4.4.   Tenure: Unless his or her tenure is sooner determined, a director shall hold office from the date from which he or she is elected or appointed until the close of the annual meeting of the shareholders next following but he or she shall be eligible for re-election if qualified.

1.  

   4.4.1.   A director who is also an officer shall continue to be a director until he or she ceases to be an officer.

1.  

   4.4.2.   A director shall cease to be a director—

   1.  

      (a)     if he or she becomes bankrupt or compounds with his or her creditors or is declared insolvent;

   1.  

      (b)     if he or she is found to be of unsound mind; or

   1.  

      (c)     if by notice in writing to the Company he or she resigns his or her office and any such resignation shall be effective at the time it is sent to the Company or at the time specified in the notice, whichever is later.

1.  

   4.4.3.   The shareholders of the Company may, by ordinary resolution passed at a special meeting of the shareholders, remove any director from office and a vacancy created by the removal of a director may be filled at the meeting of the shareholders at which the director is removed.

1.  

   4.5.   Committee of Directors: The directors may appoint from among their number a committee of directors and subject to section 82(2) of the Act may delegate to such committee any of the powers of the directors.

5.   Borrowing Powers of Directors

1.  

   5.1.   The directors may—

   1.  

      (a)     borrow money upon the credit of the Company;

   1.  

      (b)     issue, re-issue, sell or pledge debentures of the Company;

   1.  

      (c)     subject to section 53 of the Act, give a guarantee on behalf of the Company to secure performance of an obligation of any person; and

   1.  

      (d)     mortgage, charge, pledge or otherwise create a security interest in all or any property of the Company, owned or subsequently acquired, to secure any obligation of the Company.

1.  

   5.2.   The directors may by resolution delegate to any officer of the Company all or any of the powers conferred on the directors by paragraph 5.1 hereof to the full extent thereof or such lesser extent as the directors may in any such resolution provide.

1.  

   5.3.   The powers conferred by paragraph 5.1 hereof shall be supplementary to and not in substitution for any powers to borrow money for the purposes of the Company possessed by its directors or officers independently of a borrowing bye-law.

6.   Meetings of Directors

1.  

   6.1.   Place of Meeting: Meetings of the directors and of any committee of the directors may be held within or outside Saint Lucia.

1.  

   6.2.   Notice: A meeting of the directors may be convened at any time by any director or the Secretary, when directed or authorised by any director. Subject to section 79(1) of the Act the notice of any such meeting need not specify the purpose of or the business to be transacted at the meeting. Notice of any such meeting shall be served in the manner specified in paragraph 18.1 hereof not less than 2 days (exclusive of the day on which the notice is delivered or sent but inclusive of the day for which notice is given) before the meeting is to take place. A director may in any manner waive notice of a meeting of the directors and attendance of a director at a meeting of the directors shall constitute a waiver of notice of the meeting except where a director attends a meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully called.

1.  

   6.2.1.   It shall not be necessary to give notice of a meeting of the directors of a newly elected or appointed director for a meeting held immediately following the election of directors by the shareholders or the appointment to fill a vacancy among the directors.

1.  

   6.3.   Quorum: [INSERT NUMBER OF DIRECTORS] directors shall form a quorum for the transaction of business and, despite any vacancy among the directors, a quorum may exercise all the powers of the directors. No business shall be transacted at a meeting of directors unless a quorum is present.

1.  

   6.3.1.   A director may, if all the directors consent, participate in a meeting of directors or of any committee of the directors by means of such telephone or other communications facilities as permit all persons participating in the meeting to hear each other and a director participating in such a meeting by such means is deemed to be present at the meeting.

1.  

   6.4.   Voting: Questions arising at any meeting of the directors shall be decided by a majority of votes. In case of an equality of votes the Chairperson of the meeting in addition to his or her original vote shall have a second or casting vote.

1.  

   6.5.   Resolution in lieu of meeting: Despite any of the foregoing provisions of this bye-law a resolution in writing signed by all the directors entitled to vote on that resolution at a meeting of the directors or any committee of the directors is as valid as if it had been passed at a meeting of the directors or any committee of the directors.

7.   Renumeration of Directors

1.  

   7.1.   The remuneration to be paid to the directors shall be such as the directors may determine and such remuneration may be in addition to the salary paid to any officer or employee of the Company who is also a director. The directors may also award special remuneration to any director undertaking any special services on the Company's behalf other than the routine work ordinarily required of a director and the confirmation of any such resolution or resolutions by the shareholders shall not be required. The directors shall also be entitled to be paid their travelling and other expenses properly incurred by them in connection with the affairs of the Company.

8.   Submission of Contracts or Transactions to Shareholders for Approval

1.  

   8.1.   The directors in their discretion may submit any contract, act or transaction for approval or ratification at any annual meeting of the shareholders or at any special meeting of the shareholders called for the purpose of considering the same and, subject to the provisions of section 91 of the Act, any such contract, act or transaction that is approved or ratified or confirmed by a resolution passed by a majority of the votes cast at any such meeting (unless any different or additional requirement is imposed by the Act or by the Company's Articles or any other bye-law) shall be valid and as binding upon the Company and upon all the shareholders as though it had been approved, ratified or confirmed by every shareholder of the Company.

9.   For the Protection of Directors and Officers

1.  

   9.1.   A director of the Company is not liable to the Company for—

   1.  

      (a)     the acts, receipts, neglects or defaults of any other director or officer or employee or for joining in any receipt or act for conformity;

   1.  

      (b)     any loss, damage or expense incurred by the Company through the insufficiency or deficiency of title to any property acquired by the Company or for or on behalf of the Company;

   1.  

      (c)     the insufficiency or deficiency of any security in or upon which any of the moneys of or belonging to the Company shall be placed out or invested;

   1.  

      (d)     any loss or damage arising from the bankruptcy, insolvency or tortious act of any person, including any person with whom any moneys, securities or effects shall be lodged or deposited;

   1.  

      (e)     any loss, conversion, misapplication or misappropriation of or any damage resulting from any dealings with any moneys, securities or other assets belonging to the Company;

   1.  

      (f)     any other loss, damage or misfortune whatever which may happen in the execution of the duties of his or her respective office or trusts or in relation thereto;

unless the same happens by or through his or her failure to exercise the powers and to discharge the duties of his or her office honestly and in good faith with a view to the best interests of the Company and in connection therewith to exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances.

1.  

   9.2.   Nothing herein contained shall relieve a director or officer from the duty to act in accordance with the Act or Regulations made thereunder or relieve him or her from liability for a breach thereof.

1.  

   9.2.1.   The directors of the Company shall not be under any duty or responsibility in respect of any contract, act or transaction whether or not made, done or entered into in the name or on behalf of the Company, except such as are submitted to and authorised or approved by the directors.

1.  

   9.2.2.   If any director or officer of the Company is employed by or performs services for the Company otherwise than as a director or officer or is a member of a firm or a shareholder, director or officer of a body corporate which is employed by or performs services for the Company, the fact of his or her being a shareholder, director or officer of the Company shall not disentitle such director or officer or such firm or body corporate, as the case may be, from receiving proper remuneration for such services.

10.   Indemnities to Directors and Officers

1.  

   10.1.   Subject to section 99 of the Act, except in respect of an action by or on behalf of the Company to obtain a judgment in its favour, the Company shall indemnify a director or officer of the Company, a former director or officer of the Company or a person who acts or acted at the Company's request as a director or officer of a body corporate of which the Company is or was a shareholder or creditor, and his or her personal representatives, against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred by him or her in respect of any civil, criminal or administrative action or proceeding to which he or she is made a party by reason of being or having been a director or officer of such Company, if—

   1.  

      (a)     he or she acted honestly and in good faith with a view to the best interests of the Company; and

   1.  

      (b)     in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, he or she had reasonable grounds for believing that his or her conduct was lawful.

11.   Officers

1.  

   11.1.   Appointment: The directors shall as often as may be required appoint a Secretary and, if deemed advisable, may as often as may be required appoint any or all of the following officers: a Chairperson, a Deputy Chairperson, a Managing Director, a President, one or more Vice-Presidents, a Treasurer, one or more Assistant Secretaries or one or more Assistant Treasurers. A director may be appointed to any office of the Company but none of the officers except the Chairperson, the Deputy Chairperson, the Managing Director, the President and Vice-President need be a director. Two or more of the aforesaid offices may be held by the same person. In case and whenever the same person holds the offices of Secretary and Treasurer he or she may but need not be known as the Secretary-Treasurer. The directors may appoint such other officers and agents as they deem necessary who shall have such authority and shall perform such duties as may be prescribed by the directors.

1.  

   11.2.   Remuneration: The remuneration of all officers appointed by the directors shall be determined by resolution of the directors. The fact that any officer or employee is a director or shareholder of the Company shall not disqualify him or her from receiving such remuneration as may be determined.

1.  

   11.3.   Powers and Duties: All officers shall sign such contracts, documents or instruments in writing as require their respective signatures and shall respectively have and perform all powers and duties incident to their respective offices and such other powers and duties respectively as may be assigned to them by the directors.

1.  

   11.4.   Delegation: In case of the absence or inability to act of any officer of the Company except a Managing Director or for any other reason that the directors may deem sufficient the directors may delegate all or any of the powers of such officer to any other officer or to any director.

1.  

   11.5.   Chairperson: A Chairperson shall, when present, preside at all meetings of the directors, and any committee of the directors or the shareholders.

1.  

   11.6.   Deputy Chairperson: If the Chairperson is absent or is unable or refuses to act, the Deputy Chairperson (if any) shall, when present, preside at all meetings of the directors, and any committee of the directors, or the shareholders.

1.  

   11.7.   Managing Director: A Managing Director shall exercise such powers and have such authority as may be delegated to him or her by the directors in accordance with the provisions of section 82 of the Act.

1.  

   11.8.   President: A President shall be the Chief Executive Officer of the Company. He or she shall be vested with and may exercise all the powers and shall perform all the duties of a Chairperson and Deputy Chairperson if none be appointed or if the Chairperson and the Deputy Chairperson are absent or are unable or refuse to act.

1.  

   11.9.   Vice-President: A Vice-President or, if more than one, the Vice-Presidents, in order of seniority, shall be vested with all the powers and shall perform all the duties of the President in the absence or inability or refusal to act of the President.

1.  

   11.10.   Secretary: The Secretary shall give or cause to be given notices for all meetings of the directors, any committee of the directors and the shareholders when directed to do so and shall have charge of the minute books and seal of the Company and, subject to the provisions of paragraph 14.1 hereof, of the records (other than accounting records) referred to in section 177 of the Act.

1.  

   11.11.   Treasurer: Subject to the provisions of any resolutions of the directors, a Treasurer shall have the care and custody of all of the funds and securities of the Company and shall deposit the same in the name of the Company in such bank or banks or with such other depository or depositories as the directors may direct. He or she shall keep or cause to be kept the accounting records referred to in section 187 of the Act. He or she may be required to give such bond for the faithful performance of his or her duties as the directors in their uncontrolled discretion may require but a director is not liable for failure to require any such bond or for the insufficiency of any such bond or for any loss by reason of the failure of the Company to receive any indemnity thereby provided.

1.  

   11.12.   Assistant Secretary and Assistant Treasurer: The Assistant Secretary or, if more than one, the Assistant Secretaries in order of seniority, and the Assistant Treasurer or, if more than one, the Assistant Treasurers in order of seniority, shall respectively perform all the duties of the Secretary and the Treasurer, respectively, in the absence or inability or refusal to act of the Secretary or the Treasurer, as the case may be.

1.  

   11.13.   General Manager or Manager: The directors may appoint one or more General Manager or Managers and may delegate to him or her or them full power to manage and direct the business and affairs of the Company (except, such matters and duties as by law must be transacted or performed by the directors or by the shareholders) and to employ and discharge agents and employees of the Company or may delegate to him or her or them any lesser authority. A General Manager or Manager shall conform to all lawful orders given to him or her by the directors of the Company and shall at all reasonable times give to the directors or any of them all information they may require regarding the affairs of the Company. Any agent or employee appointed by the General Manager or Manager may be discharged by the directors.

1.  

   11.14.   Vacancies: If the office of any officer of the Company becomes vacant by reason of death, resignation, disqualification or otherwise, the directors by resolution shall, in the case of the Secretary, and may, in the case of any other office, appoint a person to fill such vacancy.

12.   Shareholders' Meetings

1.  

   12.1.   Annual Meeting: Subject to the provisions of section 107 of the Act, the annual meeting of the shareholders shall be held on such day in each year and at such time as the directors may by resolution determine at any place within Saint Lucia or, if all the shareholders entitled to vote at such meeting so agree, outside Saint Lucia.

1.  

   12.2.   Special Meetings: Special meetings of the shareholders may be convened by order of the Chairperson, the Deputy Chairperson, the Managing Director, the President, a Vice-President or by the directors at any date and time and at any place within Saint Lucia or, if all the shareholders entitled to vote at such meeting so agree, outside Saint Lucia.

1.  

   12.2.1.   The directors shall, on the requisition of the holders of not less than 5% of the issued shares of the Company that carry a right to vote at the meeting requisitioned, convene a meeting of shareholders, and in the case of such requisition the following provisions shall have effect—

   1.  

      (1)     The requisition must state the purposes of the meeting and must be signed by the requisitionists and deposited at the registered office, and may consist of several documents in like form each signed by one or more of the requisitionists.

   1.  

      (2)     If the directors do not, within 21 days from the date of the requisition being so deposited, proceed to convene a meeting, the requisitionists or any of them may themselves convene the meeting, but any meeting so convened shall not be held after 3 months from the date of such deposit.

   1.  

      (3)     Unless section 131(3) of the Act applies, the directors shall be deemed not to have duly convened the meeting if they do not give such notice as is required by the Act within 14 days from the deposit of the requisition.

   1.  

      (4)     Any meeting convened under this paragraph by the requisitionists shall be called as nearly as possible in the manner in which meetings are to be called under the bye-laws and Divisions E and F of Part 1 of the Act.

   1.  

      (5)     A requisition by joint holders of shares must be signed by all such holders.

1.  

   12.3.   Notice: A printed, written or typewritten notice stating the day, hour and place of meeting shall be given by serving such notice on each shareholder entitled to vote at such meeting, on each director and on the auditor of the Company in the manner specified in paragraph 18.1 hereof, not less than 21 days or more than 50 days (in each case exclusive of the day for which the notice is delivered or sent and of the day for which notice is given) before the date of the meeting. Notice of a meeting at which special business is to be transacted shall state (a) the nature of that business in sufficient detail to permit the shareholder to form a reasoned judgment thereon, and (b) the text of any special resolution to be submitted to the meeting.

1.  

   12.4.   Waiver of Notice: A shareholder and any other person entitled to attend a meeting of shareholders may in any manner waive notice of a meeting of shareholders and attendance of any such person at a meeting of shareholders shall constitute a waiver of notice of the meeting except where such person attends a meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully called.

1.  

   12.5.   Omission of Notice: The accidental omission to give notice of any meeting or any irregularity in the notice of any meeting or the non-receipt of any notice by any shareholder, director or the auditor of the Company shall not invalidate any resolution passed or any proceeding taken at any meeting of the shareholders.

1.  

   12.6.   Votes: Every question submitted to any meeting of shareholders shall be decided in the first instance by a show of hands unless a person entitled to vote at the meeting has demanded a ballot and, if the Articles so provide, in the case of an equality of votes the Chairperson of the meeting shall on a ballot have a casting vote in addition to any votes to which he or she may be otherwise entitled.

1.  

   12.6.1.   At every meeting at which he or she is entitled to vote, every shareholder, proxy holder or individual authorised to represent a shareholder who is present in person shall have one vote on a show of hands. Upon a ballot at which he or she is entitled to vote, every shareholder, proxy holder or individual authorised to represent a shareholder shall, subject to the articles, have one vote for every share held by the shareholder.

1.  

   12.6.2.   At every meeting unless a ballot is demanded, a declaration by the Chairperson of the meeting that a resolution has been carried or carried unanimously or by a particular majority or lost or not carried by a particular majority shall be conclusive evidence of the fact.

1.  

   12.6.3.   When the Chairperson, the Deputy Chairperson, the President and the Vice-President are absent, the persons who are present and entitled to vote shall choose another director as Chairperson of the meeting; but if no director is present or all the directors present decline to take the chair, the persons who are present and entitled to vote shall choose one of their number to be Chairperson.

1.  

   12.6.4.   A ballot, either before or after any vote by a show of hands, may be demanded by any person entitled to vote at the meeting. If at any meeting a ballot is demanded on the election of a Chairperson or on the question of adjournment it shall be taken without adjournment. If at any meeting a ballot is demanded on any other question or as to the election of directors, the vote shall be taken by ballot in such manner and either at once, later in the meeting or after adjournment as the Chairperson of the meeting directs. The result of a ballot shall be deemed to be the resolution of the meeting at which the ballot was demanded. A demand for a ballot may be withdrawn.

1.  

   12.6.5.   If 2 or more persons hold shares jointly, one of those holders present at a meeting of shareholders may, in the absence of the other, vote on the shares; but if 2 or more of those persons who are present, in person or by proxy vote, they must vote as one on the shares jointly held by them.

1.  

   12.7.   Proxies: Votes at meetings of shareholders may be given either personally or by proxy or, in the case of a shareholder who is a body corporate or association, by an individual authorised by a resolution of the directors or governing body of that body corporate or association to represent it at meetings of shareholders of the Company.

1.  

   12.7.1.   A proxy shall be executed by the shareholder or his or her attorney authorised in writing and is valid only at the meeting in respect of which it is given or any adjournment thereof.

1.  

   12.7.2.   A person appointed by proxy need not be a shareholder.

1.  

   12.7.3.   Subject to the provisions of Part 4 of the Regulations, a proxy may be in the following form:

   The undersigned shareholder of [INSERT NAME OF COMPANY] hereby appoints of .............................., or failing him or her, .............................. of .............................. as the nominee of the undersigned to attend and act for the undersigned and on behalf of the undersigned at the .............................. meeting of the shareholders of the said Company to be held on the .............................. day of .............................. 20 .......... and at any adjournment or adjournments thereof in the same manner, to the same extent and with the same powers as if the undersigned were present at the said meeting or such adjournment or adjournments thereof.

   DATED this .............................. day of .............................. 20 ..........

   Signature of shareholder

1.  

   12.8.   Adjournment: The Chairperson of any meeting may with the consent of the meeting adjourn the same to a fixed time and place and no notice of such adjournment need be given to the shareholders unless the meeting is adjourned by one or more adjournments for an aggregate of 30 days or more in which case notice of the adjourned meeting shall be given as for an original meeting. Any business that might have been brought before or dealt with at the original meeting in accordance with the notice calling the same may be brought before or dealt with at any adjourned meeting for which no notice is required.

1.  

   12.9.   Quorum: Subject to the Act, and except in the case of a Company having only one shareholder a quorum for the transaction of business at any meeting of the shareholders shall be 2 persons present in person, each being either a shareholder entitled to vote thereat, or a duly appointed proxy holder or representative of a shareholder so entitled. If a quorum is present at the opening of any meeting of the shareholders, the shareholders present or represented may proceed with the business of the meeting despite a quorum is not present throughout the meeting. If a quorum is not present within 30 minutes of the time fixed for a meeting of shareholders, the persons present and entitled to vote may adjourn the meeting to a fixed time and place but may not transact any other business.

1.  

   12.10.   Resolution in lieu of meeting: Despite any of the foregoing provisions of this bye-law a resolution in writing signed by all the shareholders entitled to vote on that resolution at a meeting of the shareholders is, subject to section 130 of the Act, as valid as if it had been passed at a meeting of the shareholders.

13.   Shares

1.  

   13.1.   Allotment and Issuance: Subject to the Act, the Articles and any unanimous shareholder agreement, shares in the capital of the Company may be allotted and issued by resolution of the directors at such times and on such terms and conditions and to such persons or class of persons as the directors determine.

1.  

   13.2.   Certificates: Share certificates and the form of share transfer shall (subject to section 197 of the Act) be in such form as the directors may by resolution approve and such certificates shall be signed by a Chairperson or a Deputy Chairperson or a Managing Director or a President or a Vice-President and the Secretary or an Assistant Secretary holding office at the time of signing.

1.  

   13.2.1.   The directors or any agent designated by the directors may in their or his or her discretion direct the issuance of a new share or other such certificate in lieu of and upon cancellation of a certificate that has been mutilated or in substitution for a certificate claimed to have been lost, destroyed or wrongfully taken, on payment of such reasonable fee and on such terms as to indemnity, reimbursement of expenses and evidence of loss and of title as the directors may prescribe, whether generally or in any particular case.

14.   Transfer of Shares and Debentures

1.  

   14.1.   Transfer: The shares or debentures of a Company may be transferred by a written instrument of transfer signed by the transferor and naming the transferee.

1.  

   14.2.   Registers: Registers of shares and debentures issued by the Company shall be kept at the registered office of the Company or at such other place in Saint Lucia as may be designated by resolution of the directors.

1.  

   14.3   Surrender of Certificates: Subject to section 195 of the Act, a transfer of shares or debentures shall not be registered unless or until the certificate representing the shares or debentures to be transferred has been surrendered for cancellation.

1.  

   14.4.   Shareholders indebted to the Company: If so provided in the Articles, the Company has a lien on a share registered in the name of a shareholder or his or her personal representative for a debt of that shareholder to the Company. By way of enforcement of such lien the directors may refuse to permit the registration of a transfer of such share.

15.   Dividends

1.  

   15.1.   The directors may by resolution declare and the Company may pay dividends on the issued and outstanding shares in the capital of the Company subject to the provisions (if any) of the articles and sections 51 and 52 of the Act.

1.  

   15.1.1.   In case several persons are registered as the joint holders of any shares, any one of such persons may give effectual receipts for all dividends and payments on account of dividends.

16.   Voting other Companies

1.  

   16.1   All shares or debentures carrying voting rights in any other body corporate that are held by the Company may be voted at any and all meetings of shareholders, debenture holders (as the case may be) of such other body corporate and in such manner and by such person or persons as the directors of the Company shall determine. The officers of the Company may for and on behalf of the Company—

   1.  

      (a)     execute and deliver proxies; and

   1.  

      (b)     arrange for the issuance of voting certificates or other evidence of the right to vote;

in such names as they may determine without the necessity of a resolution or other action by the directors.

17.   Information Available to Shareholders

1.  

   17.1.   Except as provided by the Act, a shareholder shall not be entitled to any information respecting any details or conduct of the Company's business which in the opinion of the directors it would be inexpedient in the interests of the Company to communicate to the public.

1.  

   17.2.   The directors may, subject to rights conferred by the Act, determine whether and to what extent and at what time and place and under what conditions or regulations the documents, books and registers and accounting records of the Company or any of them shall be open to the inspection of shareholders and shareholders shall not have any right to inspect any document or book or register or accounting record of the Company except as conferred by statute or authorised by the directors or by a resolution of the shareholders.

18.   Notices

1.  

   18.1.   Method of giving notice: Any notice or other document required by the Act, the Regulations, the Articles or the bye-laws to be sent to any shareholder, debenture holder, director or auditor may be delivered personally or sent by prepaid mail or cable or telex to any such person at his or her latest address as shown in the records of the Company or its transfer agent and to any such director at his or her latest address as shown in the records of the Company or in the latest notice filed under section 69 or 77 of the Act, and to the auditor at his or her business address.

1.  

   18.2.   Waiver of Notice: Notice may be waived or the time for the notice may be waived or abridged at any time with the consent in writing of the person entitled thereto.

1.  

   18.3.   Undelivered Notices: If a notice or document is sent to a shareholder or debenture holder by prepaid mail in accordance with this paragraph and the notice or document is returned on 3 consecutive occasions because the shareholder or debenture holder cannot be found, it shall not be necessary to send any further notices or documents to the shareholder or debenture holder until he or she informs the Company in writing of his or her new address.

1.  

   18.4.   Shares and debentures registered in more than one name: All notices or other documents with respect to any shares or debentures registered in more than one name shall be given to whichever of such persons is named first in the records of the Company and any notice or other document so given shall be sufficient notice of delivery to all the holders of such shares or debentures.

1.  

   18.5.   Persons becoming entitled by operation of law: Subject to section 200 of the Act, every person who by operation of law, transfer or by any other means whatsoever becomes entitled to any share is bound by every notice or other document in respect of such share that, previous to his or her name and address being entered in the records of the Company is duly given to the person from whom he or she derives his or her title to such share.

1.  

   18.6.   Deceased Shareholders: Subject to section 200 of the Act, any notice or other document delivered or sent by prepaid mail, cable or telex or left at the address of any shareholder as the same appears in the records of the Company shall, although such shareholder is deceased, and whether or not the Company has notice of his or her death, be deemed to have been duly served in respect of the shares held by him or her (whether held solely or with any other person) until some other person is entered in his or her stead in the records of the Company as the holder or one of the holders thereof and such service shall for all purposes be deemed a sufficient service of such notice or document on his or her personal representatives and on all persons, if any, interested with him or her in such shares.

1.  

   18.7.   Signature to Notices: The signature of any director or officer of the Company to any notice or document to be given by the Company may be written, stamped, typewritten or printed or partly written, stamped, typewritten or printed.

1.  

   18.8.   Computation of Time: Where a notice extending over a number of days or other period is required under any provision of the Articles or the bye-laws the day of sending the notice shall, unless it is otherwise provided, be counted in such number of days or other period.

1.  

   18.9.   Proof of Service: Where a notice required under paragraph 18.1 hereof is delivered personally to the person to whom it is addressed or delivered to his or her address as mentioned in paragraph 18.1 hereof, service shall be deemed to be at the time of delivery of such notice.

1.  

   18.9.1.   Where such notice is sent by post, service of the notice shall be deemed to be effected 48 hours after posting if the notice was properly addressed and posted by prepaid mail.

1.  

   18.9.2.   Where the notice is sent by cable or telex, service is deemed to be effected on the date on which the notice is so sent.

1.  

   18.9.3.   A certificate of an officer of the Company in office at the time of the making of the certificate or of any transfer agent of shares of any class of the Company as to facts in relation to the delivery or sending of any notices shall be conclusive evidence of those facts.

19.   Cheques, Drafts and Notes

1.  

   19.1.   All cheques, drafts or orders for the payment of money and all notes and acceptances and bills of exchange shall be signed by such officers or persons and in such manner as the directors may designate by resolution.

20.   Execution of Instruments

1.  

   20.1.   Contracts, documents or instruments in writing requiring the signature of the Company may be signed by—

   1.  

      (a)     a Chairperson, a Deputy Chairperson, a Managing Director, a President or a Vice-President together with the Secretary or the Treasurer; or

   1.  

      (b)     any 2 directors,

and all contracts, documents and instruments in writing so signed shall be binding upon the Company without any further authorisation or formality. The directors shall have power by resolution to appoint any officers or persons on behalf of the Company either to sign certificates for shares in the Company and contracts, documents and instruments in writing generally or to sign specific contracts, documents or instruments in writing.

1.  

   20.1.1.   The common seal of the Company may be affixed to contracts, documents and instruments in writing signed as aforesaid or by any officer or person specified in paragraph 20.1 hereof.

1.  

   20.1.2.   Subject to section 136 of the Act—

   1.  

      (a)     a Chairperson, a Deputy Chairperson, a Managing Director, a President or a Vice-President together with the Secretary or the Treasurer; or

   1.  

      (b)     any 2 directors,

shall have authority to sign and execute (under the seal of the Company or otherwise) all instruments that may be necessary for the purpose of selling, assigning, transferring, exchanging, converting or conveying any such shares, stocks, bonds, debentures, rights, warrants or other securities.

21.   Signatures

1.  

   21.1.   The signature of a Chairperson, a Deputy Chairperson, a Managing Director, a President, a Vice-President, the Secretary, the Treasurer, an Assistant Secretary or an Assistant Treasurer or any director of the Company or of any officer or person, appointed under paragraph 20 hereof by resolution of the directors may, if specifically authorised by resolution of the directors, be printed, engraved, lithographed or otherwise mechanically reproduced upon any certificate for shares in the Company or contract, document or instrument in writing, bond, debenture or other security of the Company executed or issued by or on behalf of the Company. Any document or instrument in writing on which the signature of any such officer or person is so reproduced shall be deemed to have been manually signed by such officer or person whose signature is so reproduced and shall be as valid to all intents and purposes as if such document or instrument in writing had been signed manually and although the officer or person whose signature is so reproduced has ceased to hold office at the date on which such document or instrument in writing is delivered or issued.

22.   Financial Year

1.  

   22.1.   The directors may by resolution establish the financial year of the Company.

   ENACTED this .................... day of .............................., 20 ..........
   Corporate Seal
   .........................................................	.........................................................
   President	Secretary

Schedule 5

MODEL GENERAL BYE-LAW OF A NON-PROFIT COMPANY INCORPORATED OR CONTINUED UNDER THE COMPANIES ACT

1.   Interpretation

1.  

   1.1.   In this bye-law and all other bye-laws of the Company unless the context otherwise requires—

   1.  

      (a)     “Act” means the Companies Act as amended and every statute substituted therefor and, in the case of such substitution, any references in the bye-laws of the Company to provisions of the Act shall be read as references to the substituted provisions therefor in the new statute or statutes;

   1.  

      (b)     “Regulations” means any Regulations made under the Act and every regulation substituted therefor and, in the case of such substitution, any references in the bye-laws of the Company to provisions of the Regulations shall be read as references to the substituted provisions therefor in the new Regulations;

   1.  

      (c)     “bye-laws” means any bye-law of the Company from time to time in force;

   1.  

      (d)     all terms contained in the bye-laws and defined in the Act or the Regulations shall have the meanings given to such terms in the Act or the Regulations; and

   1.  

      (e)     the singular includes the plural and the plural includes the singular; the masculine gender includes the feminine and neuter genders; the word “person” includes bodies corporate, companies, partnerships, syndicates, trusts and any association of persons; and the word “individual” means a natural person.

2.   Registered Office

1.  

   2.1.   The registered office of the Company shall be in Saint Lucia at such address as the directors may fix by resolution.

3.   Seal

1.  

   3.1.   The common seal, an impression of which appears in the margin hereof, shall be the common seal of the Company.

4.   Members

1.  

   4.1.   There shall be 2 classes of membership namely—

   1.  

      (a)     ordinary members, being individuals over the age of 18 years, and any other person elected as such;

   1.  

      (b)     honorary members, being those individuals who accept election as honorary members upon the invitation of the directors in recognition of their work for the Company. An honorary member shall be under no obligation to pay any subscription or make any donation to the funds of the Company.

1.  

   4.2.   Application for membership shall be made to the Secretary of the Company upon such form as the directors shall prescribe and shall be supported by such evidence as may be required.

1.  

   4.3.   Candidates for membership shall be elected by the directors.

1.  

   (If such membership is subject to confirmation by the members in general meeting include relevant paragraphs here. See section 333(a) of the Act.)

1.  

   4.4.   Persons who hold any of the following offices, namely:

   1.  

      [INSERT OFFICES] shall be ex officio members of the Company [OR DELETE THIS PARAGRAPH IF NO EX OFFICIO MEMBERS DESIRED].

1.  

   4.5.   The interest of a member in the Company is not transferable and lapses and ceases to exist upon his or her death or when he or she ceases to be a member by resignation or otherwise in accordance with the bye-laws of the Company.

5.   Entrance Fees

1.  

   5.1.   The entrance fee shall be such sum as the directors may determine.

6.   Annual Subscription

1.  

   6.1.   The annual subscription shall also be determined by the directors.

1.  

   6.2.   All annual subscriptions (except the first subscription of a new member) shall be payable on the first day of [INSERT MONTH] of each year.

7.   Cessation of Membership

1.  

   7.1.   Any member may withdraw from membership by giving 14 days notice to the directors in writing to that effect and thereupon he or she shall cease to be a member, and provided such notice is given before the 15 [INSERT MONTH] in any year he or she is not liable to pay his or her subscription for that year.

1.  

   7.2.   If any member (who is liable to pay an annual subscription) shall fail to pay the same within 6 months after the same shall become due the directors may order his or her name to be struck off the list of members whereupon he or she shall cease to be a member of the Company.

1.  

   7.3.   If any member refuses or neglects to comply with the provisions of the bye-laws or conducts himself or herself in a way which in the opinion of the directors is or may be injurious to the Company the directors may by notice in writing call upon him or her to resign. If such member when called upon to resign does not do so within 28 days of the receipt of such notice then (provided he or she is first given an opportunity of being heard by the directors) he or she may be expelled by the directors after a resolution for this purpose has been passed by a majority of not less than ²/₃ of the members present and voting at a specially convened meeting of the members.

1.  

   7.4.   An individual to whom paragraph 7.3 of this bye-law has been applied shall not thereafter be entitled to membership of the Company.

1.  

   7.5.   Subject to paragraph 7.1 of this bye-law, a member resigning or expelled under paragraph 7.3 or whose name is struck off under paragraph 7.2 of this bye-law shall nevertheless remain liable for all moneys then due from him or her to the Company.

1.  

   7.6.   An ex officio member, unless he or she was a member in his or her own right at the time he or she became an ex officio member, shall cease to be a member when he or she ceases to hold office by virtue of which he or she became an ex officio member.

8.   Officer

1.  

   8.1.   The officers of the Company shall consist of a President, a Vice-President, a Treasurer and a Secretary who shall be ordinary members of the Company and shall be elected at the Annual General Meeting of the Company in each year and shall retire annually but shall be eligible for re-election.

1.  

   8.2.   In the case of a casual vacancy in any of the offices, the directors shall appoint one of their number to fill such casual vacancy until the next annual general meeting.

1.  

   8.3.   In case of the absence or inability to act of the President, the Vice-President or any other officer of the Company or for any other reason that the directors may deem sufficient, the directors may delegate all or any of the powers of such officer to any other officer or to any director for the time being, provided that a majority of the board of directors concur therein.

1.  

   8.4.   The President: The President shall, if present, preside at all meetings of the directors and members; he or she shall sign all instruments which require his or her signature and shall perform all duties incident to his or her office and shall have such other powers and duties as may be assigned to him or her by the directors.

1.  

   8.5.   The Vice-President: The Vice-President shall be vested with all the powers and shall perform all the duties of the President in the absence or disability or refusal to act of the President. The Vice-President shall have such powers and duties as may be assigned to him or her by the directors.

1.  

   8.6.   The Secretary: The Secretary shall, when present, act as Secretary of all meetings, shall have charge of the minute books of the Company and the documents and registers referred to in section 177 of the Act and shall perform such other duties as the directors require of him or her.

1.  

   8.7.   The Treasurer: The Treasurer shall have the care and custody of all the funds and securities of the Company and shall deposit the same in the name of the Company in such bank or banks or with such depository or depositories as the directors may direct and shall perform such other duties as the directors require of him or her. He or she may be required to give such bond for the faithful performance of his or her duties as the directors in their uncontrolled discretion may require and a director shall not be liable for failure to require any bond or for the insufficiency of any bond or for any loss by reason of the failure of the Company to receive any indemnity thereby provided.

9.   Director

1.  

   (See Division D of Part 1 of the Act)

1.  

   9.1.   The directors of the Company shall be—

   1.  

      (a)     The officers, ex officio;

   1.  

      (b)     such number of other ordinary members of the Company as is fixed in the Articles of Incorporation of the Company who may be elected at the Annual General Meeting of the Company in each year who shall retire annually and shall be eligible for re-election; and

   1.  

      (c)     supernumerary members appointed by the directors under paragraph 9.4 hereof

1.  

   9.2.   Candidates for election as a director shall be proposed and seconded by members entitled to vote at general meetings of the Company.

1.  

   9.3.   If a casual vacancy occurs, other than in any of the offices, the directors may appoint an ordinary member of the Company to fill the vacancy.

1.  

   9.4.   The directors may appoint any member of the Company to be a supernumerary director for any period, not exceeding its term of office, in its absolute discretion. Such member shall not be entitled to vote at meetings of the directors.

1.  

   9.5.   Powers: The affairs of the Company shall be managed by the directors who may exercise all such powers and do all such acts and things as may be exercised or done by the Company and are not by the bye-laws or any special resolution of the Company or the Act expressly directed or required to be done by the Company at a general meeting at the Company.

1.  

   9.6.   Qualification: A director shall be an ordinary member of the Company.

1.  

   9.7.   Term of Office: Unless sooner determined, a director's term of office shall, subject to the provisions, if any, of the Articles of Incorporation of the Company, be from the date of the meeting at which he or she is elected or appointed until the conclusion of the annual general meeting next following or until his or her successor is elected or appointed.

1.  

   9.8.   Removal from Office: The members of the Company may, by ordinary resolution at a special meeting, remove any director from office.

1.  

   9.9.   Vacancy Filled: A vacancy created by the removal of a director may be filled at the meeting at which the director is removed from office.

1.  

   9.9.1.   If the vacancy is not filled under paragraph 9.9 it may be filled by the directors.

1.  

   9.9.2.   A director elected or appointed under paragraph 9.9 or 9.9.1 holds office for the unexpired term of his or her predecessor.

1.  

   9.10.   Remuneration: The directors shall serve without remuneration and a director shall not directly or indirectly receive any profit from his or her position as such; provided that a director may be paid or reimbursed for reasonable expenses incurred by him or her in the performance of his or her duties.

1.  

   9.11.   Vacating of Office: The office of a director of the Company shall be vacated—

   1.  

      (i)     if by notice in writing he or she resigns his or her office,

   1.  

      (ii)     if he or she ceases to be a member of the Company,

   1.  

      (iii)     if he or she does not attend 4 consecutive meetings of the directors, unless the directors otherwise determine,

   1.  

      (iv)     if he or she is removed from office in accordance with paragraph 9.8,

   1.  

      (v)     if he or she becomes bankrupt or suspends payment or compounds with his or her creditors or makes an authorised assignment or is declared insolvent,

   1.  

      (vi)     if he or she is found to be suffering from a mental disorder or becomes of unsound mind,

   1.  

      (vii)     if he or she is convicted of any criminal offence involving fraud or dishonesty.

10.   Meeting of Directors

1.  

   10.1.   Place: Meetings of the directors and of any committee of the directors may be held either at the registered office or at any other place within or outside Saint Lucia.

1.  

   10.2.   Convener: A meeting of directors may be convened by the President, the Vice-President, or any 2 directors at any time and the Secretary by direction of any such officer or any 2 directors shall convene a meeting of directors.

1.  

   10.3.   Notice: Subject to section 79(1) of the Act the notice of any meeting of the directors need not specify the purpose of or the business to be transacted at the meeting. Notice of any such meeting shall be served in the manner specified in paragraph 16.1 hereof not less than 2 days (exclusive of the day on which the notice is delivered or sent but inclusive of the day for which notice is given) before the meeting is to take place. A director may in any manner waive notice of a meeting of the directors and attendance of a director at a meeting of the directors shall constitute a waiver of notice of the meeting except where a director attends a meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully called.

1.  

   10.3.1.   It shall not be necessary to give notice of a meeting of the directors to a newly elected or appointed director for a meeting held immediately following the election of directors by the members or the appointment to fill a vacancy among the directors.

1.  

   10.3.2.   Meetings of the directors may be held at any time without formal notice if all the directors are present or those absent waive notice or signify their consent in writing to the meeting being held in their absence. Notice of any meeting or any irregularity in any meeting or the notice thereof may be waived by any director.

1.  

   10.4.   Quorum: [INSERT NUMBER OF DIRECTORS] directors shall form a quorum for the transaction of business and, despite any vacancy among the directors, a quorum may exercise all the powers of the directors. Business shall not be transacted at a meeting of directors unless a quorum is present.

1.  

   10.4.1.   A director may, if all the directors consent, participate in a meeting of directors or of any committee of the directors by means of such telephone or other communication facilities as permit all persons participating in the meeting to hear each other and a director participating in such a meeting by such means is deemed to be present at that meeting.

1.  

   10.5.   Voting: Questions arising at any meeting of the directors shall be decided by a majority of votes. In case of any equality of votes the Chairperson of the meeting in addition to his or her original vote shall have a second or casting vote.

1.  

   10.6.   Resolution in lieu of meeting: Despite any of the foregoing provisions of this bye-law a resolution in writing signed by all the directors entitled to vote on that resolution at a meeting of the directors or any committee of the directors is as valid as if it had been passed at a meeting of the directors or any committee of the directors.

11.   Executive Officer

1.  

   11.1.   The directors may appoint an Executive Officer and may delegate to him or her full authority to manage and direct the business and affairs of the Company (except such matters and duties as by law must be transacted or performed by the directors or by the members in general meeting) and to employ and discharge agents and employees of the Company or may delegate to him or her any lesser power. He or she shall conform to all lawful orders given to him or her by the directors of the Company. He or she shall at all reasonable times give to the directors or any of them all information they may require regarding the affairs of the Company.

12.   For the Protection of Directors and Officers

1.  

   12.1.   A director or officer of the Company is not liable to the Company for—

   1.  

      (a)     the acts, receipts, neglects or defaults of any other director or officer or employee or for joining in any receipt or act for conformity;

   1.  

      (b)     any loss, damage or expense incurred by the Company through the insufficiency or deficiency of title to any property acquired by the Company or for or on behalf of the Company;

   1.  

      (c)     the insufficiency or deficiency of any security in or upon which any of the moneys of or belonging to the Company shall be paid out or invested;

   1.  

      (d)     loss or damage arising from the bankruptcy, insolvency or tortious act of any person, including any person with whom any moneys, securities of effects shall be lodged or deposited;

   1.  

      (e)     any loss, conversion, misapplication or misappropriation of any damage resulting from any dealings with any moneys, securities or other assets belonging to the Company;

   1.  

      (f)     any other loss, damage or misfortune whatever which may happen in the execution of the duties of his or her respective office or trust or in relation thereto; unless the same happens by or through his or her failure to exercise the powers and to discharge the duties of his or her office honestly and in good faith with a view to the best interests of the Company and in connection therewith to exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances.

1.  

   12.2   Nothing herein contained shall relieve a director or officer from the duty to act in accordance with the Act or Regulations made thereunder or relieve him or her from liability for a breach thereof.

1.  

   12.3.   The directors for the time being of the Company shall not be under any duty or responsibility in respect of any contract, act or transaction whether or not made, done or entered into in the name or on behalf of the Company, except such as are submitted to and authorised or approved by the directors.

1.  

   12.4.   If any director or officer of the Company is employed by or performs service for the Company otherwise than as a director or officer or is a member of a firm or a shareholder, director or an officer of a body corporate which is employed by or performs services for the Company, the fact of his or her being a member, director or officer of the Company shall not disentitle such director or officer or such firm or body corporate, as the case may be, from receiving proper remuneration for such services.

13.   Meetings of Members

1.  

   13.1.   Annual Meeting: Subject to the provisions of section 107 of the Act, the annual meeting of the members shall be held on such day in each year and at such time as the directors may by resolution determine at any place within Saint Lucia or, if all the members entitled to vote at such meeting so agree, outside Saint Lucia.

1.  

   13.2.   Special Meetings: Special meetings of the members may be convened by order of the President, the Vice-President or by the directors at any date and time and at any place within Saint Lucia or, if all the members entitled to vote at such meeting so agree, outside Saint Lucia.

   1.  

      (1)     The requisition must state the purposes of the meeting and must be signed by the requisitionists and deposited at the Registered Office, and may consist of several documents in like form each signed by one or more of the requisitionists.

   1.  

      (2)     If the directors do not, within 21 days from the date of the requisition being so deposited, proceed to convene a meeting, the requisitionists or any of them may themselves convene the meeting, but any meeting so convened shall not be held after 3 months from the date of such deposit.

   1.  

      (3)     Any meeting convened under this paragraph by the requisitionists shall be called as nearly as possible in the manner in which meetings are to be called under the bye-laws and Divisions E and F of Part 1 of the Act.

1.  

   13.3.   Notice: A printed, written or typewritten notice stating the day, hour and place of meeting shall be given by serving such notice on each member entitled to attend such meeting, on each director and on the auditor of the Company in the manner specified in paragraph 16.1 hereof, not less than 21 days or more than 50 days (in each case exclusive of the day on which the notice is delivered or sent and of the day for which notice is given) before the date of the meeting. Notice of a meeting at which special business is to be transacted shall state—

   1.  

      (a)     the nature of that business in sufficient detail to permit the member to form a reasoned judgment thereon; and

   1.  

      (b)     the text of any special resolution to be submitted to the meeting.

1.  

   13.4.   Waiver of Notice: A member and any other person entitled to attend a meeting of members may in any manner waive notice of a meeting of members and attendance of any such person at a meeting of members shall constitute a waiver of notice of the meeting except where such person attends a meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully called.

1.  

   13.5   Omission of Notice: The accidental omission to give notice of any meeting or any irregularity in the notice of any meeting or the non-receipt of any notice by any member, director or the auditor of the Company shall not invalidate any resolution passed or any proceedings taken at any meeting of the members.

1.  

   13.6.   Votes: Every question submitted to any meeting of members shall be decided in the first instance by a show of hands unless a person entitled to vote at the meeting has demanded a ballot and, if the Articles so provide, in the case of an equality of votes the Chairperson of the meeting shall on a ballot have a casting vote in addition to any votes to which he or she may be otherwise entitled.

1.  

   13.6.1.   At every meeting at which he or she is entitled to vote, every member, proxy holder or individual authorised to represent a member who is present in person shall have one vote on a show of hands. Upon a ballot at which he or she is entitled to vote, every member, proxy holder or individual authorised to represent a member shall, subject to the Articles, have one vote.

1.  

   13.6.2.   At any meeting unless a ballot is demanded, a declaration by the Chairperson of the meeting that a resolution has been carried or carried unanimously or by a particular majority or lost or not carried by a particular majority shall be conclusive evidence of the fact.

1.  

   13.6.3.   When the President and the Vice-President are absent, the persons who are present and entitled to vote shall choose another director as Chairperson of the meeting; but if no director is present or all the directors present decline to take the chair, the persons who are present and entitled to vote shall choose one of their number to be Chairperson.

1.  

   13.6.4.   A ballot may, either before or after any vote by a show of hands, be demanded by any person entitled to vote at the meeting. If at any meeting a ballot is demanded on the election of a Chairperson or on the question of adjournment it shall be taken without adjournment. If at any meeting a ballot is demanded on any other question or as to the election of directors, the vote shall be taken by ballot in such manner and either at once, later in the meeting or after adjournment as the Chairperson of the meeting directs. The result of a ballot shall be deemed to be the resolution of the meeting at which the ballot was demanded. A demand for a ballot may be withdrawn.

1.  

   13.7.   Proxies: Votes at meetings of members may be given either personally or by proxy or, in the case of a member who is a body corporate or association, by an individual authorised by a resolution of the directors or governing body of that body corporate or association to represent it at meetings of members of the Company.

1.  

   13.7.1.   A proxy shall be executed by the member or his or her attorney authorised in writing and is valid only at the meeting in respect of which it is given or any adjournment thereof.

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   13.7.2.   A person appointed by proxy need not be a member.

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   13.7.3.   Subject to the provisions of Part 4 of the Regulations, a proxy may be in the following form:

   The undersigned member of [INSERT NAME OF COMPANY] hereby appoints .............................. of .............................., or failing him or her, .............................. of .............................. as the nominee of the undersigned to attend and act for the undersigned and on behalf of the .............................. undersigned at the meeting of the members of the said Company to be held on the .............................. day of .............................. 20 .......... and at any adjournment or adjournments thereof in the same manner, to the same extent and with the same powers as if the undersigned was present at the said meeting or such adjournment or adjournments thereof.

   DATED this .............................. day of .............................. 20..........

   Signature of member

1.  

   13.8.   Adjournment: The Chairperson of any meeting may with the consent of the meeting adjourn the same to a fixed time and place and no notice of such adjournment need be given to the members unless the meeting is adjourned by one or more adjournments for an aggregate of 30 days or more in which case notice of the adjourned meeting shall be given as for an original meeting. Any business that might have been brought before or dealt with at the original meeting in accordance with the notice calling the same may be brought before or dealt with at any adjourned meeting for which no notice is required.

1.  

   13.9.   Quorum: Subject to the Act, a quorum for the transaction of business at any meeting of the members shall be [INSERT NUMBER] persons present in person, each being either a member entitled to vote thereat, or a duly appointed proxy holder or representative of a member so entitled. If a quorum is present at the opening of any meeting of the members, the members present or represented may proceed with the business of the meeting despite the fact that a quorum is not present throughout the meeting. If a quorum is not present within 30 minutes of the time fixed for a meeting of members, the persons present and entitled to vote may adjourn the meeting to a fixed time and place but may not transact any other business.

1.  

   13.10.   Resolution in lieu of meeting: Despite any of the foregoing provisions of this bye-law a resolution in writing signed by all the members entitled to vote on that resolution at a meeting of the members is, subject to section 130 of the Act, as valid as if it had been passed at a meeting of the members.

14.   Committees

1.  

   14.1.   The directors may as deemed necessary appoint committees consisting of such number of directors or members as may be deemed desirable and may prescribe their duties.

1.  

   14.2.   Any committee so appointed may meet for the transaction of business, adjourn and otherwise regulate its meetings as it thinks fit. Unless otherwise determined by the directors, 2 members of a committee shall be a quorum. Questions arising at any meeting of a committee shall be decided by a majority of votes and in case of an equality of votes the Chairperson of the meeting shall have a second or casting vote.

15.   Voting in other Companies

1.  

   15.1.   All shares or debentures carrying voting rights in any other body corporate that are held by the Company may be voted at any and all meetings of shareholders, debenture holders (as the case may be) of such other body corporate and in such manner and by such person or persons as the directors of the Company shall determine. The officers of the Company may for and on behalf of the Company—

   1.  

      (a)     execute and deliver proxies; and

   1.  

      (b)     arrange for the issuance of voting certificates or other evidence of the right to vote,

in such names as they may determine without the necessity of a resolution or other action by the directors.

16.   Notices

1.  

   16.1.   Method of giving Notice: Any notice or other document required by the Act, the Regulations, the Articles or the Bye-laws to be sent to any member, director or auditor may be delivered personally or sent by prepaid mail or cable or telex to any such person at his or her latest address as shown in the records of the Company and to any such director at his or her latest address as shown in the records of the Company or in the latest notice filed under section 69 or 77 of the Act, and to the auditor at his or her business address.

1.  

   16.2.   Waiver of Notice: Notice may be waived or the time for the notice may be waived or abridged at any time with the consent in writing of the person entitled thereto.

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   16.3.   Undelivered Notices: If a notice or document is sent to a member by prepaid mail in accordance with this paragraph and the notice or document is returned on 3 consecutive occasions because the member cannot be found, it shall not be necessary to send any further notices or documents to the member until he or she informs the Company in writing of his or her new address.

1.  

   16.4.   Signatures of Notices: The signature of any director or officer of the Company to any notice or document to be given by the Company may be written, stamped, typewritten or printed or partly written, stamped, typewritten or printed.

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   16.5.   Computation of Time: Where a notice extending over a number of days or other period is required under any provisions of the articles or the bye-laws the day of sending the notice shall, unless it is otherwise provided, be counted in such number of days or other period.

1.  

   16.6.   Proof of Service: Where a notice required under paragraph 18.1 hereof is delivered personally to the person to whom it is addressed or delivered to his or her address as mentioned in paragraph 18.1 hereof, service shall be deemed to be at the time of delivery of such notice.

1.  

   16.6.1.   Where such notice is sent by post, service of the notice shall be deemed to be effected 48 hours after posting if the notice was properly addressed and posted by prepaid mail.

1.  

   16.6.2.   Where the notice is sent by cable or telex, service is deemed to be effected on the date on which the notice is so sent.

1.  

   16.6.3.   A certificate of an officer of the Company in office at the time of the making of the certificate as to facts in relation to the delivery or sending of any notice shall be conclusive evidence of those facts.

17.   Cheques, Drafts and Notes

1.  

   17.1.   All cheques, drafts or orders for the payment of money and all notes and acceptances and bills of exchange shall be signed by such officers or persons and in such manner as the directors may designate by resolution.

18.   Execution of Instruments

1.  

   18.1.   Contracts, documents or instruments in writing requiring the signature of the Company may be signed by—

   1.  

      (a)     the President or the Vice-President together with the Secretary or the Treasurer; or

   1.  

      (b)     any 2 directors,

and all contracts, documents and instruments in writing so signed shall be binding upon the Company without any further authorisation or formality. The directors shall have power by resolution to appoint any officers or persons on behalf of the Company either to sign certificates for shares in the Company and contracts, documents and instruments in writing generally or to sign specific contracts, documents or instruments in writing.

1.  

   18.1.1.   The common seal of the Company may be affixed to contracts, documents and instruments in writing signed as aforesaid or by any officers or persons specified in paragraph 18.1.2 hereof.

1.  

   18.1.2.   Subject to section 136 of the Act—

   1.  

      (a)     the President or the Vice-President together with the Secretary or the Treasurer; or

   1.  

      (b)     any 2 directors,

shall have authority to sign and execute (under the seal of the Company or otherwise) all the instruments that may be necessary for the purpose of selling, assigning, transferring, exchanging, converting or conveying any such shares, stocks, bonds, debentures, rights, warrants or other securities.

19.   Signatures

1.  

   19.1.   The signature of the President, the Vice-President, the Secretary, the Treasurer or any director of the Company or of any officer or person, appointed under paragraph 18.1 hereof by resolution of the directors may, if specifically authorised by resolution of the directors, be printed, engraved, lithographed or otherwise mechanically reproduced upon any contract, document or instrument in writing, bond, debenture or other security of the Company executed or issued by or on behalf of the Company. Any document or instrument in writing on which the signature of any such officer or person is so reproduced shall be deemed to have been manually signed by such officer or person whose signature is so reproduced and shall be as valid to all intents and purposes as if such document or instrument in writing had been signed manually and although the officer or person whose signature is so reproduced has ceased to hold office at the date on which such document or instrument in writing is delivered or issued.

20.   Financial Year

1.  

   20.1.   The directors may by resolution establish the financial year of the Company.

   Enacted this .................... day of .............................. , 20..........
   Corporate Seal
   ..................................................	......................................................
   President	Secretary