Registration: South Seas (Ura'Bos) Company

A fallen flying island from the ancient land of Jasonia, Ura'Bos is an outpost for Shireroth midway between Mar Sara and Yardistan.

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Continuator
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Registration: South Seas (Ura'Bos) Company

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Memorandum of Association
for
South Seas (Ura'Bos) Company



Whereas persons of moral character and good standing have met and are in agreement as to the validity of their credentials it is agreed that:
1. A Joint Stock Company, as a subsidiary of the ESB-Jörmungandr Group, shall be established for mutual advantage to trade in goods, commodities and services between Natopia and the Imperial Dominions of Shireroth.
2. The nominal value of each share in the Joint Stock Company at the commencement of the Joint Stock Company shall be 0.001 Erbs per share.
3. The initial board of directors shall consist of two (2) members. The names and addresses of the person(s) who will serve on the initial board of directors are: 
Magnus Coif, SS Mahozarcheep, ESB Trading Station, Ura'Bos Colony, Imperial Dominion of Ura'Bos, Shireroth
Daniel Dravot; Bethlem Hotel, 1800 Hadfield & Truelock Street, Teldrin, Upper Lunaris, Goldshire. 

4. All shares in the Joint Stock Company shall, at commencement, be in the exclusive possession of Aqa Magnus Coif for the purpose of disbursement as he sees fit.

SIGNED 


Aqa Daniel Dravot



WITNESSED
Aqa Thorgils Tarjeisson
Chairman, ESB Group

on this day Izillare, 2 Gevrader 1636, on , Ura'Bos.
CHAPTER I: THE CHARTER OF THE URA'BOS COLONY
SECTION I: THE CORPORATION
§1. The South Seas (Ura'Bos) Company, hereafter referred to as the Corporation, is a subsidiary company of the ESB-Jörmungandr Group that is open to like minded mariners and traders brought together in free association by the pursuit of mutual interests. The ESB-Jörmungandr Group was the permission of His Most Gracious Majesty, the Kaiser of Shireroth, to undertake the plantation of the Southern Coast of Ura'Bos for the purpose of establishing a trading station, hereafter referred to as the Colony, from whence to carry on trade between the Imperial Dominions and the Bovic Empire of Natopia.
§2. The Corporation comprises the vessels and crews pledged to its cause by signing the Articles of Association as well as that portion of the island Ura'Bos enclosed for the purpose of
§3. The flag and crest of the Corporation and the Colony shall be the logo of the ESB-Jörmungandr Group.
§4. The Population of the Colony comprises of two groups:
§4.1. The Shareholders - those who belong to a crew who have signed the Articles of Association who enjoy liberty within the Colony.
§4.2. The Subjects - any other person resident in the Colony.
§5. The Nominal Currency of the Republic is the Teldrin Thaler. One Teldrin Thaler equates in worth of one-hundred Guineas, one-thousand Shillings or ten-thousand Pence.
§5.1. Nominal Currency shall be used for reckoning the value of Goods and Services, Property and Letters of Credit.

SECTION II: LIBERTIES
§1. An Shareholder, having signed the Articles of Association, is entitled to the enjoyment and defense of life and liberty and pursuing and obtaining happiness and safety.
§2. No Shareholder may be held, either by law, tradition or other force, to serve any person or entity whatsoever as a slave or laborer. No Shareholder may, under the same provisions, have his freedom, independence or liberty suspended or terminated without cause.
§3. No Shareholder outside of his own ship may be condemned to death without the consent of the Captain-General. The right to life of a Shareholder is inviolable except in the case of Treason, the Disclosure of Corporate Secrets or the deprivation of a Shareholder of his liberty.
§4. No Shareholder may be subjected to any torture, whether it be corporal or psychological, or to any degrading treatment under any circumstances, excepting the necessary demands of Ship's Discipline in times of War or Peril upon the High Seas.
§5. All Shareholders can enjoy the freedom and right to engage in scientific research, educational activities, all according to law and the peaceful practice of correct religion.
§6. All Shareholders, being equal to one and another, have the freedom of conscience. They may believe what they will and express such views in a peaceful and considerate manner, subject to Ship's Discipline, and not to express them at all. No entity, individual or power, may compel an Shareholder to reveal his or her feelings on a matter, whether it be politics, religion or personal. The Corporation and the Captain-General may, however, compel persons to reveal facts that are relevant to a the discovery of truth.
§7. An Shareholder has right to, without having to purchase it, recourse to the laws for all injuries and wrongs that he may have received in person, property or character. The Shareholder enjoys freedom to obtain right and justice freely in conformity with law.
§8. Whenever an Shareholder is accused or charged in accordance with law with an offence, the Shareholder has the right to be presumed innocent until he or she is proved guilty according to law in a trial that is public and impartial.
§9. All Shareholders, have the freedom of movement, subject ot Ship's Discipline, to choose their own Vessel, subject to the respect of law, and to go-ashore in any land that will receive them.
§10. All Shareholders within the Colony shall be required to register their household in the manner prescribed by law.
§11. Households shall be required to maintain their registry with their local magistrate, encompassing therein a full listing of persons and properties, their statuses within the household, as well as any changes to its composition, including births, deaths, transfers into or out of the household, creation of cadet households, and sale or redesignation of properties.
§12. Household residences, as indicated by the household registry, shall be inviolable. Intrusion and search therein, as well as the seizing of information or materials, shall be allowed only in the manner prescribed by law.
§13. Property shall only be taken by consideration of public welfare, only in a manner prescribed by law, and in return for fair compensation.
§14. No Shareholder shall be deprived of lawful trial, nor shall punishments be prescribed or inflicted except according to the law.
§15. No Shareholder shall be deprived of:
equality before the law regardless of ethnicity, gender, orientation, or religion;
freedom of expression and worship so long as they do not inflict damage upon others;
freedom of uncensored publication;
the right to petition;
the right to mail;
the right to free education.


SECTION III: THE CORPORATION
§1. The legislative, executive and judicial powers of the Colony are entrusted to the Corporation without limitation.
§1.1. The Corporation elects its members, known as Captains, from each ship's crew that has signed the Articles of Association, in a manner established by its own Rules of Procedure. Each person elected Captain shall make the solemn affirmation of membership of the Corporation in the presence of the Captains before being afforded the rights of membership: 'I, NN, having been elected Captain of the Ship XYZ, solemnly promise and affirm that I will bear full allegiance and fealty to the Kaiser of Shireroth, the ESB-Jörmungandr Group, the Articles of Association and the South Seas (Ura'Bos) Company, and that I shall at all times do nothing that is injurious to the Shareholders, their rights and freedoms, and the Law.
§1.2. Only Shareholders may be inducted into the Corporation.
§1.3. The ESB-Jörmungandr Group is the Majority shareholder with one hundred and one shares. Whenever a new Shareholder joins the ESB-Jörmungandr Group shall receive an equal and equivalent share.
§2 . Any Captain may at any time, by overt notice to the Corporation, resign his commission and thereby forefit his place at the Corporation.
§3. A Captain, who has not taken part in the work of the Corporation for more than 30 days, automatically forfeits his commission and place at the Corporation.
§4. The Captain-General, elected by the Corporation from its own membership, presides over the Assembly of the Corporation. The term of office of the Captain-General shall be no longer than 90 days. He shall not vote in any division unless there is a tie.
§5. Captains cannot be held liable outside the Assembly of the Corporation for any speeches, debates or votes cast in the Assembly of the Corporation.
§6. The Assembly of the Corporation shall normally meet in public. If the Corporation so resolves, it may meet in private, provided that all measures passed by it are immediately released, and that within 180 days the full records must be released to the Shareholders.
§7. The Assembly of the Corporation decides its own rules of procedure.
§8. The Corporation may conduct investigations in relation to government and may demand the presence and testimony of witnesses and the production of records.
§9. The Corporation shall safeguard the liberties, rights and freedoms of the Shareholders.
§10. The Assembly of the Corporation may make a Black Spot Resoluation which is a decree in the form of directions or guidance in regards to any matter not expressly covered by law which the Government of the Colony, or any other public body, corporation or individual within the jurisdiction of the Colony, shall be bound to adhere to and implement as directed.

SECTION IV: THE CAPTAIN-GENERAL
§1. The Captain-General of the Colony has the right of promulgating to the people all acts of state and government. This gives the Captain-General the exclusive privilege of printing, at his own press, or at that of his grantees, all writs, ordinances, proclamations, and orders of council.
§2. The Captain-General shall serve as Head of Government for the Colony and shall reserve all government, fleet and church appointments made by statutory instrument, to his own prerogative. Within the Colony, the Captain-General possesses Imperium, the power of decree in matters of security, policing, communications, residency or in other matters delegated to him by the Corporation. These powers may be delegated by the Captain-General to Captains and must be so delegated before planned periods of leave. Agreements made by the Captain-General must be ratified by the Corporation to be valid under law. The Captain-General answers to the Corporation, the Council and its members answer to the Captain-General.
§3. The Fleet of the Colony, comprising the Auxilliary Vessels, the Public Legions and the Revenue Service and excluding Crews in Free Association, shall owe full allegiance to the Captain-General who shall direct the defense of the Colony. The Captain-General has a duty to defend the culture, territory and liberty of the Republic against all enemies, foreign and domestic.
§4. The worship of the Treesian Gods is restored and re-established aboard all vessels of the Colony and its sphere of influence, where the exercise of the same has been interrupted, in order that it may be peaceably and freely exercised, without any trouble or hindrance; forbidding very expressly all persons, of whatsoever estate, quality, or condition, from troubling, molesting, or disturbing ecclesiastics in the celebration of divine service, in the enjoyment or collection of tithes, fruits, or revenues of their benefices, and all other rights and dues belonging to them; and that all those who during the troubles have taken possession of churches, houses, goods or revenues, belonging to the said ecclesiastics, shall surrender to them entire possession and peaceable enjoyment of such rights, liberties, and sureties as they had before they were deprived of them.
§5. The Captain-General shall, by the Grace of the Divinity, extend his protection unto the Church and its institutions and accepts the grace and favour bestowed by acclamation becoming Vicegerent of the Unorthodox Church.
§6. The Captain-General may, at his sole discretion, appoint most distinguished and trusted advisers (Councillors) to a private council which may in confidence render advice on the policy and appointments. The Captain-General may delegate powers to the Councillors. The workings of the Captain-General's Council are a state secret. At the end of each Captain-General's reign the records of the Captain-General's Council must be destroyed. Any person who divulges details of the meetings of the Captain-General's Council is immediately condemned to death in the following manner; the guilty person shall be taken, bound and gagged and placed into a sack along with a viper, a cockerel, a cat and a dog. The sack will then be sown up and Captains of the Corporation will beat the miscreant for a period of time not exceeding thirty minutes. The sack, still containing the condemned party, will then be heaved into the ocean to await the judgement of the infernal gods below.
§7. Every three Elw years, commencing from the start of his tenure, the Captain-General shall enumerate the total number of nationals and residents in the Colony and shall record their names and places of domicile. The Captain-General's Council may also record other statistics as it deems necessary. No one shall be compelled to provide information of the latter kind.
§8. The Captain-General may grant Shareholder rights to whomsoever signs the Articles of Association.
§8.1. Refusal may be given to any applicant whom the Captain-General deduces to be false, foresworn to another power or otherwise unreliable. An Shareholder who is falsely-sworn and discovered to be in league with a power at whom the Maritime Colony is engaged in beligerant activity, may be declared a Public Enemy and Traitor and executed by the method of being tied to an anchor and thrown from the side of a vessel into the ocean.
§9. The Captain-General is elected by the Corporation by a plurality vote of the Senators present during a period of at least 72 hours. Should there be a tie, the presiding magistrate of the Corporation shall have the casting vote.
§10. While desired that the election for a Captain-General takes place within the term of the incumbent office holder, it is recognized that this may not always be the case. In such circumstances the next most senior Captain by date of admission into the Corporation, shall head a caretaker government. Such government shall only do the absolute necessary for the survival of the Colony and the continuation of government. It shall cease to hold power when the duly elected Captain-General assumes office.
§11. The Captain-General shall assume office by taking the solemn affirmation of office in the presence of the Corporation: 'I, NN, having been elected Captain-General of the Maritime Colony, solemnly promise and affirm that I will bear full allegiance and fealty to Articles of Association and the Maritime Colony, and that I shall at all times do nothing that is injurious to the Shareholders, their rights and freedoms or the Law'.
§12. The term of office of the Captain-General shall be no longer than six (Gregorian) months. No Captain-General may serve more than two consecutive terms unless no other candidate is available.
§13. The Captain-General shall be deemed to have been removed from the office upon death, resignation from office, removal from office by the Corporation or failure to assume office within 72 hours from election.
§14. The Captain-General may be removed from office by the Corporation, following the passage of a motion of impeachment. Impeachment requires a two-thirds (2/3) majority in the Corporation.
§15. The Captain-General enjoys full immunity from legal consequence for any and all of his actions during the tenure of his office saving the powers afforded to the Corporation under §14 of this Section.

SECTION V: THE COLONY
§1. All are bound to military service, as determined by law.
§2. Military forces shall not deliberate, whether in active service or not, nor shall they otherwise assemble than when commanded to do so.
§3. Education shall be provided at the local level and funded by its community. The Corporation shall provide additional funding as necessary. Educational facilities shall be under the supervision of the Corporation.
§4. The right to science shall not be infringed.
§5. The punishment for all crime is death. This may be commuted, by the indulgence of the Corporation, to a period of penal servitude to be determined by the Corporation. The debt the spared prisoner owes to the Colony is the Nexum Bond. The value of their life shall be assessed by the Captain who first condemned the prisoner to death and a Nexum Bond set at that value plus an additional 10% which shall be the Manumission Fee paid to the Captain-General. The Nexum Bond must be paid to the Captain in order for the Captain-General to issue a certificate of Manumission absolving the prisoner of his life debt and granting the restoration of civil liberties by marooning at the next encountered shore.
§6. The Captain-General has exclusive responsibility for all aspects of the life of prisoners.
§6.1. The Captain-General must establish a Labour Reserve for the benefit of the Colony consisting of the spared prisoners. The persons assigned to the Labour Reserve are called the Servus Publicus.
§6.2. Private individuals may purchase Servus Publicus who have been released to auction by the Captains with the consent of the Captain-General.
§6.3. The purchaser, having paid the agreed final price shall declare "HUNC EGO HOMINEM EX IURE QUIRITIUM MEUM ESSE AIO ISQUE MIHI EMPTUS ESTO HOC AERE AENEAQUE LIBRA" ("I affirm that this slave is mine according to quiritary right, and he is purchased by me with this piece of bronze and scales"). The Prisoner shall then be his to use as he pleases for the remainder of the period of penal servitude set by the Corporation or until the payment of the Nexum Bond and Manumission Fee and compensation to the purchaser equal to the final price paid for the prisoner by the purchaser at auction.
§7. Labour Exchanges, as many as the Captain-General may indicate as are necessary, must be established in each Port, Habor, Ship or Submarine Tender of the Free Republic. The Captain-General shall release to the Labor Exchanges the available stock of unemployed Subjects and Servus Publicus for lease to the Corporations, Guilds and Households as may have need of them ensuring that the required specialisms are represented amongst the available stock.
§8. Any woman, unwilling to accept the burden of a child, may, upon the happy occasion of the birth of her child, sound and healthy, into the world, elect with the approval of her husband, partner or the approval of the Captain of the Vessel to which she belongs, to declare her child to be a Ward of the State.
§8.1. Wards of the State, Orphans and other Foundlings, shall be assigned to the Schools maintained by the Corporation to begin their education in public service. At the conclusion of their education the Wards of the State shall receive their Nexum Bond and be made subject to the Captain-General until the day of their death or their Manumission Fee is paid.
§7. The Free-Republic may, at its own discretion, impose a 2% transaction tax on the sale of a privately acquired servile creatures.

CHAPTER 2: ARTICLES OF ASSOCIATION FOR THE SOUTH SEAS (URA'BOS) COMPANY

SECTION VI: FREE ASSOCIATION
§1. A person wishing to become a Shareholder with the Corporation affirms:
§1.1. That he is a Natural Person;
§1.2. That he is not in league with any power or entity with which the Imperial Republic of Shireroth or the Corporation is in conflict;
§1.3. That he accepts Ship's Discipline;
§1.4. That he will abide by the Ship's Articles;
§1.5. And that he gives a truthful account of his own particulars.
§2. The Affirmation therefore takes the following form:
§2.1. 'I, NN, being of sound body and mind affirm that I am and always have been, a Natural Person enjoying the full dignity of the Human Condition, I affirm that I have never known the indiginity of servile status nor have I been a slave or indentured servant to any man. I have no association with, nor loyalty to, any foe of the South Sea (Ura'Bos) Company. I accept the discipline that I may be subject to at the command of my Captain or the Captain-General in times of War or Peril upon the High Seas and I finally affirm that I shall abide at all times by the Ship's Articles for the whole time that I may be aboard. May Lest burn me upon the ocean if I have sworn false in any regard.'
§3. The Ship's Articles may vary at the discretion of the Captain but are expected to follow this template:
I. That every man shall obey his commander in all respects, as if the ship was his own, and as if he received monthly wages.

II. That no man shall give, or dispose of, the ship's provisions; but every one shall have an equal share.

III. That no man shall open, or declare to any person or persons, who they are, or what designs they are upon; and any persons so offending shall be punished with immediate death.

IV. That no man shall go on shore till the the Captain gives Leave.

V. That every man shall keep his watch night and day; and at the hour of eight in the evening every one shall retire from gaming and drinking, in order to attend his respective station.

VI. Every person who shall offend against any of these articles shall be punished with death, or in such other manner as the ship's company shall think proper.
§4. The Truthful Account of Particulars Given must include the following:
Name:
Age:
Ship's Name:
Ship's Captain: (if different to the applicant)
Contact: (PM/Email/IM)
Species:
SECTION VII: INTERPRETATION AND LIMITATION OF LIABILITY
§1.Definitions & Liabilities
§1.1. In the articles, unless the context requires otherwise, all terms shall be defined by the Chairman, from whom clarification may be sought upon written application to the Board of the Company, in triplicate with the inclusion of a five Erb administrative fee payable to the Company.
§1.2. The liability of the members is limited to the amount, if any, unpaid on the shares held by them or to five hundred Erbs if the amount is greater than four hundred and ninety-nine Erbs.

SECTION VIII: DIRECTORS’ POWERS AND RESPONSIBILITIES
§1. Directors’ general authority
§1.1. Subject to the articles, the directors are responsible for the management of the company’s business, for which purpose they may exercise all the powers of the company.
§2. Shareholders’ reserve power
§2.1 The shareholders may, by special resolution, direct the directors to take, or refrain from taking, specified action.
§2.2. No such special resolution invalidates anything which the directors have done before the passing of the resolution.
§3. Directors may delegate
§3.1. Subject to the articles, the directors may delegate any of the powers which are conferred on them under the articles—
§3.1.1. to such person or committee;
§3.1.2. by such means (including by power of attorney);
§3.1.3. to such an extent;
§3.1.4. in relation to such matters or territories; and
§3.1.5. on such terms and conditions;
as they think fit.
§3.2. If the directors so specify, any such delegation may authorise further delegation of the
directors’ powers by any person to whom they are delegated.
§3.3. The directors may revoke any delegation in whole or part, or alter its terms and conditions.
§4. Committees
§4.1. Committees to which the directors delegate any of their powers must follow procedures which are based as far as they are applicable on those provisions of the articles which govern the taking of decisions by directors.
§4.2. The directors may make rules of procedure for all or any committees, which prevail over rules derived from the articles if they are not consistent with them.

SECTION IX: DECISION-MAKING BY DIRECTORS

§1. Directors to take decisions collectively
§1.1. The general rule about decision-making by directors is that any decision of the directors must be either a majority decision at a meeting or a decision taken in accordance with article 8.
§1.2. If—
§1.2.1. the company only has one director, and
(§1.2.2. no provision of the articles requires it to have more than one director,
the general rule does not apply, and the director may take decisions without regard to any of the provisions of the articles relating to directors’ decision-making.
§2. Unanimous decisions
§2.2. A decision of the directors is taken in accordance with this article when all eligible directors indicate to each other by any means that they share a common view on a matter.
§2.3. Such a decision may take the form of a resolution in writing, copies of which have been signed by each eligible director or to which each eligible director has otherwise indicated agreement in writing.
§2.4. References in this article to eligible directors are to directors who would have been entitled to vote on the matter had it been proposed as a resolution at a directors’ meeting.
§2.5. A decision may not be taken in accordance with this article if the eligible directors would not have formed a quorum at such a meeting.
§3. Calling a directors’ meeting
§3.1. Any director may call a directors’ meeting by giving notice of the meeting to the
directors or by authorising the company secretary (if any) to give such notice.
§3.2. Notice of any directors’ meeting must indicate—
§3.2.1. its proposed date and time;
§3.2.2. where it is to take place; and
§3.2.3. if it is anticipated that directors participating in the meeting will not be in the same place, how it is proposed that they should communicate with each other during the meeting.
§3.3. Notice of a directors’ meeting must be given to each director, but need not be in writing.
§3.4. Notice of a directors’ meeting need not be given to directors who waive their entitlement to notice of that meeting, by giving notice to that effect to the company not more than 7 days after the date on which the meeting is held. Where such notice is given after the meeting has been held, that does not affect the validity of the meeting, or of any business conducted at it.

§4. Participation in directors’ meetings
§4.1. Subject to the articles, directors participate in a directors’ meeting, or part of a
directors’ meeting, when—
§4.1.1. the meeting has been called and takes place in accordance with the articles, and
§4.1.2. they can each communicate to the others any information or opinions they have on any particular item of the business of the meeting.
(2) In determining whether directors are participating in a directors’ meeting, it is irrelevant where any director is or how they communicate with each other.
(3) If all the directors participating in a meeting are not in the same place, they may decide that the meeting is to be treated as taking place wherever any of them is.

Quorum for directors’ meetings

11.—(1) At a directors’ meeting, unless a quorum is participating, no proposal is to be voted on, except a proposal to call another meeting.
(2) The quorum for directors’ meetings may be fixed from time to time by a decision of the directors, but it must never be less than two, and unless otherwise fixed it is two.
(3) If the total number of directors for the time being is less than the quorum required, the
directors must not take any decision other than a decision—
(a) to appoint further directors, or
(b) to call a general meeting so as to enable the shareholders to appoint further directors.

Chairing of directors’ meetings

12.—(1) The directors may appoint a director to chair their meetings.
(2) The person so appointed for the time being is known as the chairman.
(3) The directors may terminate the chairman’s appointment at any time.
(4) If the chairman is not participating in a directors’ meeting within ten minutes of the time at which it was to start, the participating directors must appoint one of themselves to chair it.

Casting vote

13.—(1) If the numbers of votes for and against a proposal are equal, the chairman or other director chairing the meeting has a casting vote.
(2) But this does not apply if, in accordance with the articles, the chairman or other director is not to be counted as participating in the decision-making process for quorum or voting purposes.

Conflicts of interest

14.—(1) If a proposed decision of the directors is concerned with an actual or proposed
transaction or arrangement with the company in which a director is interested, that director is not to be counted as participating in the decision-making process for quorum or voting purposes.
(2) But if paragraph (3) applies, a director who is interested in an actual or proposed transaction or arrangement with the company is to be counted as participating in the decision-making process for quorum and voting purposes.
(3) This paragraph applies when—
(a) the company by ordinary resolution dis-applies the provision of the articles which would otherwise prevent a director from being counted as participating in the decision-making process;
(b) the director’s interest cannot reasonably be regarded as likely to give rise to a conflict of interest; or
(c) the director’s conflict of interest arises from a permitted cause.
(4) For the purposes of this article, the following are permitted causes—
(a) a guarantee given, or to be given, by or to a director in respect of an obligation incurred by or on behalf of the company or any of its subsidiaries;
(b) subscription, or an agreement to subscribe, for shares or other securities of the company or any of its subsidiaries, or to underwrite, sub-underwrite, or guarantee subscription for any such shares or securities; and
(c) arrangements pursuant to which benefits are made available to employees and directors or former employees and directors of the company or any of its subsidiaries which do not provide special benefits for directors or former directors.
(5) For the purposes of this article, references to proposed decisions and decision-making
processes include any directors’ meeting or part of a directors’ meeting.
(6) Subject to paragraph (7), if a question arises at a meeting of directors or of a committee of directors as to the right of a director to participate in the meeting (or part of the meeting) for voting or quorum purposes, the question may, before the conclusion of the meeting, be referred to the chairman whose ruling in relation to any director other than the chairman is to be final and conclusive.
(7) If any question as to the right to participate in the meeting (or part of the meeting) should arise in respect of the chairman, the question is to be decided by a decision of the directors at that meeting, for which purpose the chairman is not to be counted as participating in the meeting (or that part of the meeting) for voting or quorum purposes.

Records of decisions to be kept

15. The directors must ensure that the company keeps a record, in writing, for at least 10 years from the date of the decision recorded, of every unanimous or majority decision taken by the directors.

Directors’ discretion to make further rules

16. Subject to the articles, the directors may make any rule which they think fit about how they take decisions, and about how such rules are to be recorded or communicated to directors.


APPOINTMENT OF DIRECTORS

Methods of appointing directors

17.—(1) Any person who is willing to act as a director, and is permitted by law to do so, may be appointed to be a director—
(a) by ordinary resolution, or
(b) by a decision of the directors.
(2) In any case where, as a result of death, the company has no shareholders and no directors, the personal representatives of the last shareholder to have died have the right, by notice in writing, to appoint a person to be a director.
(3) For the purposes of paragraph (2), where 2 or more shareholders die in circumstances
rendering it uncertain who was the last to die, a younger shareholder is deemed to have survived an older shareholder.

Termination of director’s appointment

18. A person ceases to be a director as soon as—
(a) that person is prohibited from being a director by law;
(b) a bankruptcy order is made against that person;
(c) a composition is made with that person’s creditors generally in satisfaction of that
person’s debts;
(d) a registered medical practitioner who is treating that person gives a written opinion to the company stating that that person has become physically or mentally incapable of acting as a director and may remain so for more than three months;
(e) by reason of that person’s mental health, a court makes an order which wholly or partly prevents that person from personally exercising any powers or rights which that person would otherwise have;
(f) notification is received by the company from the director that the director is resigning from office, and such resignation has taken effect in accordance with its terms.


Directors’ remuneration

19.—(1) Directors may undertake any services for the company that the directors decide.
(2) Directors are entitled to such remuneration as the directors determine—
(a) for their services to the company as directors, and
(b) for any other service which they undertake for the company.
(3) Subject to the articles, a director’s remuneration may—
(a) take any form, and
(b) include any arrangements in connection with the payment of a pension, allowance or gratuity, or any death, sickness or disability benefits, to or in respect of that director.
(4) Unless the directors decide otherwise, directors’ remuneration accrues from day to day.
(5) Unless the directors decide otherwise, directors are not accountable to the company for any remuneration which they receive as directors or other officers or employees of the company’s subsidiaries or of any other body corporate in which the company is interested.

Directors’ expenses

20. The company may pay any reasonable expenses which the directors properly incur in
connection with their attendance at—
(a) meetings of directors or committees of directors,
(b) general meetings, or
(c) separate meetings of the holders of any class of shares or of debentures of the company, or otherwise in connection with the exercise of their powers and the discharge of their responsibilities in relation to the company.

PART 3

CHAPTER 3 (JOINT-STOCK COMPANIES ACT) COMPLIANCE


The Legal Name of the Company

21. The Legal Name of the Company shall be 'The South Seas (Ura'Bos) Company

The Seat of the Board of Directors

22. The Seat of the Board of Directors shall be in the New Hope Plantation, ESB Trading Station, Ura'Bos Colony, Imperial Dominion of Ura'Bos, Shireroth


The Object of the Enterprise 

23. The Object of the Enterprise of the  Company  shall be the derivation of profit from the sale of commodities, goods and services.

Share Capital 

24. Share Capital for the  Company is Five Hundred (500) Teldrin Thalers.

The Number of Shares

25. The number of Shares in the Company, within the gift of the Chairman to disburse, shall be Five Hundred Thousand (500,000) Shares, subject to the ESB Group receiving a share for each share disbursed.

Directors

26. In compliance with Part 2, the number of directors appointed to the Board shall not exceed ten persons nor be less than two persons.
27. No Person that is not a Legal Person, may be appointed Director.  

PART 4
DECISION-MAKING BY SHAREHOLDERS
ORGANISATION OF GENERAL MEETINGS

Attendance and speaking at general meetings

28.—(1) A person is able to exercise the right to speak at a general meeting when that person is in a position to communicate to all those attending the meeting, during the meeting, any information or opinions which that person has on the business of the meeting.
(2) A person is able to exercise the right to vote at a general meeting when—
(a) that person is able to vote, during the meeting, on resolutions put to the vote at the meeting, and 
(b) that person’s vote can be taken into account in determining whether or not such
resolutions are passed at the same time as the votes of all the other persons attending the meeting.
(3) The directors may make whatever arrangements they consider appropriate to enable those attending a general meeting to exercise their rights to speak or vote at it.
(4) In determining attendance at a general meeting, it is immaterial whether any two or more members attending it are in the same place as each other.
(5) Two or more persons who are not in the same place as each other attend a general meeting if their circumstances are such that if they have (or were to have) rights to speak and vote at that meeting, they are (or would be) able to exercise them.

Quorum for general meetings

29. No business other than the appointment of the chairman of the meeting is to be transacted at a general meeting if the persons attending it do not constitute a quorum.

Chairing general meetings

30.—(1) If the directors have appointed a chairman, the chairman shall chair general meetings if present and willing to do so.
(2) If the directors have not appointed a chairman, or if the chairman is unwilling to chair the meeting or is not present within ten minutes of the time at which a meeting was due to start—
(a) the directors present, or
(b) (if no directors are present), the meeting,
must appoint a director or shareholder to chair the meeting, and the appointment of the chairman of the meeting must be the first business of the meeting.
(3) The person chairing a meeting in accordance with this article is referred to as “the chairman of the meeting”.


Attendance and speaking by directors and non-shareholders
31.—(1) Directors may attend and speak at general meetings, whether or not they are
shareholders.
(2) The chairman of the meeting may permit other persons who are not—
(a) shareholders of the company, or
(b) otherwise entitled to exercise the rights of shareholders in relation to general meetings,
to attend and speak at a general meeting.

Adjournment

32.—(1) If the persons attending a general meeting within half an hour of the time at which the meeting was due to start do not constitute a quorum, or if during a meeting a quorum ceases to be present, the chairman of the meeting must adjourn it.
(2) The chairman of the meeting may adjourn a general meeting at which a quorum is present if—
(a) the meeting consents to an adjournment, or
(b) it appears to the chairman of the meeting that an adjournment is necessary to protect the safety of any person attending the meeting or ensure that the business of the meeting is conducted in an orderly manner.
(3) The chairman of the meeting must adjourn a general meeting if directed to do so by the meeting.
(4) When adjourning a general meeting, the chairman of the meeting must—
(a) either specify the time and place to which it is adjourned or state that it is to continue at a time and place to be fixed by the directors, and
(b) have regard to any directions as to the time and place of any adjournment which have been given by the meeting.
(5) If the continuation of an adjourned meeting is to take place more than 14 days after it was adjourned, the company must give at least 7 clear days’ notice of it (that is, excluding the day of the adjourned meeting and the day on which the notice is given)—
(a) to the same persons to whom notice of the company’s general meetings is required to be given, and
(b) containing the same information which such notice is required to contain.
(6) No business may be transacted at an adjourned general meeting which could not properly have been transacted at the meeting if the adjournment had not taken place.


VOTING AT GENERAL MEETINGS

Voting: general

33. A resolution put to the vote of a general meeting must be decided on a show of hands unless a poll is duly demanded in accordance with the articles.

PART 5
ADMINISTRATION

34. All other matters pertaining to the Administration of the Company shall be at the stipulation of the Chairman or else shall be in accordance with law.

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