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



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Person who calls for the Shareholder Meeting must send a meeting invitation to all Shareholders eligible to participate in the meeting of Shareholders no later than 7 days prior to the opening date of the meeting. Meeting invitation is required to send by a secured mail to resident address of Shareholders.

  • The meeting invitations must be enclosed with a standard form of authorization, meeting agenda and other relevant materials as well as draft decisions proposed to be passed at the meeting. After launching the website, the meeting invitation and other relevant materials must be posted on the website along with sending to Shareholders.

    1. Conditions for Valid Shareholder Meeting

      1. Shareholder Meeting is entitled to open if all participating Shareholders own at least [65]%13 of the total voting Shares.

      2. If the first meeting fails to open due to not satisfying conditions as stipulated in this Article 29.1, the second meeting shall be called for within 30 days from the proposed opening date of the first meeting. The second meeting is entitled to open if all participating Shareholders own at least [51] %14 of total voting Shares;

      3. If the second meeting fails to open due to not satisfying conditions as stipulated in Article 29.2, the third meeting shall be called for within 20 days from the proposed opening date of the second meeting. The third meeting is always entitled to open regardless of the number of participating Shareholders as well as their voting Shares;

    1. Steps and Voting Methods of Shareholder Meetings

      1. Prior to the opening of the Shareholder Meeting, the registration of the present Shareholders must be done and continued until all eligible present Shareholders have been registered. Upon registration, the present Shareholders shall be provided with voting cards corresponding with the number of issues to be voted in the meeting agenda.

      2. The Chairman, the secretary and the voting committee of the Shareholder Meeting shall have the following duties and powers:


    1. The Chairman shall chair a Shareholder Meeting which is called by the Board of Management. In the case where the Chairman is absent or temporarily incapable to act, the remaining Board Members shall select one of them to chair the Shareholder Meeting. If no one is selected to chair the Shareholder Meeting, the highest ranking Board Member shall temporarily chair the Shareholder Meeting in oder to vote for a person to chair the Shareholder Meeting who must receive the highest votes. In other cases, the person who signs the decision to call for the Shareholder Meeting shall temporarily chair the Shareholder Meeting to vote for a person to chair the Shareholder Meeting who must receive the highest votes.

    2. The secretary who is nominated by the person chairing the Shareholder Meeting shall be in charge of preparing the meeting minutes.

    3. The voting committee comprises of no more than three persons who are elected by Shareholder Meeting based on recommendation of the person chairing the Shareholder Meeting.

    4. The meeting agenda and contents must be approved by the Shareholder Meeting at the opening session. The meeting agenda must detail time-schedule for discussing each issue.

    5. The person who chairs the Shareholder Meeting and the secretary of the Shareholder Meeting are entitled to conduct activities necessary to ensure that the meeting is working properly in complying with the approved agenda as well as desires of the present Shareholders.
      1. The Shareholder Meeting shall discuss and vote for each of the issues as printed in the meeting agenda. The voting shall be done by the way of firstly collecting voting cards “for”, then “against” and finally “blank”. The voting results must be announced by the chairman at the closing time of the Shareholder Meeting.

      2. The Shareholders or authorized representatives who come after the opening of the meeting are also entitled to register and can vote afterward. The person who chairs the Shareholder Meeting is not entitled to suspend the Shareholder Meeting in order to enable the late comers to register. In this case, the validity of the voting that has been already done remains unaffected.

      3. The person chairing a Shareholder Meeting is entitled to delay opening time or change venue of the same in any of the following cases:


    1. There is not enough space for the participants at the relevant meeting venue; or

    2. One or more participants disturb or obstruct the Shareholder Meeting so that it cannot be able to be proceeded fairly and properly.

    The delay can not exceed 3 days from proposed opening date of the meeting.
      1. If the delay or suspension is made by the person chairing the relevant Shareholder Meeting in contrary to Article 30.5, the present Shareholders shall elect one Shareholder to chair the Shareholder Meeting and the validity of the subsequent voting remains unaffected.

    1. Passing Decisions of Shareholder Meetings

      1. Decisions of the Shareholder Meeting are passed in form of voting a meeting or consulting opinions in writing. Decisions shall be passed by voting at Shareholder Meeting in relation to following contents:


    1. amendment and/or repeal or alteration of the Company Charter;

    2. sale, lease, exchange, mortgage, pledge or any disposition in equivalent to [70]% or more of the total value of assets recorded in the latest financial report of the Company including the goodwill of the Company;

    3. incurring and creating indebtedness and issuance of new shares or securities;

    4. merger or consolidation of the Company with any other company, or acquisition of the shares or assets of another entity, or entering into a joint venture;

    5. investment of corporate funds in any other corporation or new business or for any purpose other than the primary purpose for which it was organized;

    6. filing of a petition for voluntary reorganization or suspension of payment of its obligations, or an application for the appointment of a receiver or trustee itself or for any part of its properties or an application for the liquidation or dissolution of the Company, or a partial suspension of business operation;

    7. appointment or removal of Board Member, Supervisor, and external auditors;

    8. approval of any sale or disposition of strategic assets or transfer of shares of any subsidiary (including a contribution to a joint venture).

    9. declaration of dividends;

    10. any action which is not in consonance with the declared economic policies of the Company;

    11. the creation of reserves;

    12. the modification or reversal of any decision made or taken by the Board of Directors; and

    13. the determination of the compensation of the Board of Directors.



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