Charter of two or more members limited liability company charter of joint stock company table contents



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Force Majeure

24.1 If a Shareholder is rendered unable wholly or in part by force majeure to carry out its obligations under this Charter, it shall give to the other Shareholders prompt notice of the force majeure with reasonably full particulars thereof, and its obligations, so far as they are affected by the force majeure, shall be suspended during but not longer than the continuance of the force majeure.

24.2 The claiming Shareholder shall use all reasonable diligence in the circumstances to remove the force majeure as quickly as practicable save that it shall not thereby be rendered liable to settle any strike, lockout or other labor difficulty on terms not reasonably acceptable to it or to its Affiliate which is carrying on a substantially similar or related business which may reasonably be expected to be adversely affected by that settlement.

24.3 For the purposes of this Agreement, the term "force majeure" shall mean:

(a) war, whether declared or undeclared, act of war, threat of imminent war, revolution, terrorist activities, rebellion, or act of public enemies;

(b) riot, civil commotion, vandalism, sabotage, blockade, or disturbance or any unlawful act against public order or authority;

(c) strike, lockout, shortage of necessary labor, stoppage, ban or limitation on work or restraint of labor or any other form of industrial disturbance, whether at the Project Lands, or otherwise;

(d) act of God, fire, flood, storm, typhoon, tsunamis, lightning strike, earthquake, drought, tempest or cyclone or other adverse weather condition;

(e) act or restraint of any governmental or semi-governmental or other public or statutory authority of the Philippines or Japan, having or purporting to have jurisdiction;

(f) the inability to obtain, or revocation of, or amendment to any order, permit, license, certificate, authorization or approval of any governmental or regulatory body that is or may be required in order to perform or comply with any term or condition of this Agreement, including such of the foregoing as may be required in order to conduct any work under the Tenement Permits/Agreements, unless such revocation or amendment of any such order, permit, license, certificate, authorization or approval was caused by the violation of its terms or consented to by the Shareholder holding it;

(g) serious or significant interruption in transport; or

(h) any other cause not reasonably within the control of the claiming Shareholder.


24.4 As soon as practicable after giving notice under Article 23.1, the claiming Shareholder shall provide to the other Shareholders a sworn declaration confirming the particulars required to be given under Article 23.1.

24.5  A Shareholder shall not be entitled to claim the benefit of the provisions of Article 23 under any or all of the following circumstances:



(a) if the failure to observe or perform the obligation imposed upon such Shareholder was caused by an arrest or restraint by the government agencies or the order of any court and such arrest, restraint or order was as a result of a breach by such Shareholder of an obligation hereunder;
(b) if the failure to observe or perform the obligation imposed upon such Shareholder was caused by such Shareholder's failure to act in a reasonable and prudent manner under the circumstances; or
(c) if such Shareholder fails to give the other Shareholders notice in writing as soon as reasonably possible after determining that the occurrence was of the nature of force majeure to the effect that such Shareholder was unable by reason of force majeure (the nature thereof shall be therein specified) to perform the particular obligation.



  1. Additional Funding


25.1 the Company shall, at its own responsibility and expense, procure whatever funds may be necessary for it to conduct its business operations over and above its paid in capital and retained earnings.
25.2 Should it be determined by the parties hereto, in accordance with sound and prudent business practices, that additional paid in capital is required for the Company over and above that to be contributed by the parties hereto pursuant to Article 2 hereof, such additional capital shall, unless otherwise agreed by all the parties hereto, be provided by Ordinary Shareholders, notwithstanding any other provision to the contrary, which may further increase the capitalization of the Company and allow for third party subscription thereof.
25.3 In lieu of contributing further paid in capital to the Company, to loan such additional funds as the Company requires to it directly or to guarantee loans to the Company by a bank or other financial institution. Such loans or guarantees, as the case may be, shall, unless otherwise agreed by all the parties hereto, be arranged by Ordinary Shareholders.

  1. STRUCTURAL ORGANIZATION
  1. Organizational Structure


The organization of the Company shall comprise of:
  1. Shareholders Meeting;

  2. Board of Management;

  3. Chairman;

  4. General Director; and

  5. Board of Supervision.

  1. Shareholder Meeting

    1. All Shareholders with voting rights make up the Shareholder Meeting that acts as the highest decision-making body of a shareholding Company. The Shareholder Meeting shall have the following rights and obligations:


  1. To approve development strategy of the Company;

  2. To decide classes and total number of authorized offered SharesShares of each class offered for sales; decide the annual dividend per Shareshare;

  3. To elect, exempt and dismiss the Board Members and Supervisor;

  4. To make decisions on investment or sales of assets in equivalent to [70]% 11 or more of the total value of assets recorded in the latest financial report;

  5. To decide revision or supplementation of the Charter, except where there is an adjustment of share capital as a result of selling further authorized SharesShares offered for sales in accordance with the provision of this Charter;

  6. To ratify the annual financial report;

  7. To make decision on the buy-back of more than 10% of issued SharesShares of each class;

  8. To investigate and decide how to deal with breaches committed by the Board of Management and the Board of Supervision, which cause damages to the Company and Shareholders;

  9. To decide on the re-organization and dissolution of the Company; and

  10. To do such other acts and things as the Shareholder Meeting deem fit and in accordance with this Charter and the Laws.



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