To Grand Duchess Noor of the Long Titles, Greetings,
It is our hope that your Grace will look favourably on this humble petition to grant letters patent to the ESB-Jörmungandr Group permitting the commencement of trading from the city of Teldrin.
The memorandum and articles of Association, done after the Elwynnese fashion, are enclosed.
In addition to this letter please accept the gift of a breeding pair of hunting leopards.
I have the honour to remain your obedient servant,
Aqa Thorgils Tarjeisson
for
ESB-Jörmungandr Group
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 shall be established for mutual advantage to trade in goods, commodities and services on the Benacian Continent.
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 three (3) members. The names and addresses of the person(s) who will serve on the initial board of directors are:
Aqa Thorgils Tarjeisson; Bethlem Hotel, 1800 Hadfield & Truelock Street, Teldrin, Upper Lunaris, Goldshire.
Daniel Dravot; Bethlem Hotel, 1800 Hadfield & Truelock Street, Teldrin, Upper Lunaris, Goldshire.
Doctor Ernst Cryptsinger MB BC, 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 Thorgils Tarjeisson for the purpose of disbursement as he sees fit.
5. The Emira of Sathrati, in her capacity as sovereign of Goldshire, or her successor or whomsoever she shall nominate, shall receive as a yearly stipend one tenth of all profits derived by the activities of the Joint Stock Company.
SIGNED
Aqa Thorgils Tarjeisson
Aqa Daniel Dravot
Aqa Dr Ernst Cryptsinger MB BC
WITNESSED
Reginald Smythe
Self-Employed Salesman
on this day Izillare, 2 Gevrader 1634, at the saloon bar of the Bethlem Hotel, Teldrin.
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PART 1
INTERPRETATION AND LIMITATION OF LIABILITY
Definitions & Liabilities
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.
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.
PART 2
DIRECTORS
DIRECTORS’ POWERS AND RESPONSIBILITIES
Directors’ general authority
3. 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.
Shareholders’ reserve power
4.—(1) The shareholders may, by special resolution, direct the directors to take, or refrain from taking, specified action.
(2) No such special resolution invalidates anything which the directors have done before the passing of the resolution.
Directors may delegate
5.—(1) Subject to the articles, the directors may delegate any of the powers which are conferred on them under the articles—
(a) to such person or committee;
(b) by such means (including by power of attorney);
(c) to such an extent;
(d) in relation to such matters or territories; and
(e) on such terms and conditions;
as they think fit.
(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) The directors may revoke any delegation in whole or part, or alter its terms and conditions.
Committees
6.—(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.
(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.
DECISION-MAKING BY DIRECTORS
Directors to take decisions collectively
7.—(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.
(2) If—
(a) the company only has one director, and
(b) 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.
Unanimous decisions
8.—(1) 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) 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.
(3) 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.
(4) 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.
Calling a directors’ meeting
9.—(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.
(2) Notice of any directors’ meeting must indicate—
(a) its proposed date and time;
(b) where it is to take place; and
(c) 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) Notice of a directors’ meeting must be given to each director, but need not be in writing.
(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.
Participation in directors’ meetings
10.—(1) Subject to the articles, directors participate in a directors’ meeting, or part of a
directors’ meeting, when—
(a) the meeting has been called and takes place in accordance with the articles, and
(b) 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 ESB-Jörmungandr Group Joint Stock Company' trading as 'The ESB-Jörmungandr Group'.
The Seat of the Board of Directors
22. The Seat of the Board of Directors shall be in Teldrin, Upper Lunaris, Goldshire
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) Erbs.
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.
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.
