<PAGE>
EXHIBIT 3.2
BYE-LAWS
OF
TYCOM LTD.
Appleby Spurling & Kempe
Cedar House
41 Cedar Avenue
Hamilton HM 12
Bermuda
<PAGE>
TABLE OF CONTENTS
Page
----
Interpretation............................................................ 2
Registered Office......................................................... 4
Share rights.............................................................. 4
Variation of rights....................................................... 5
Shares.................................................................... 6
Increase of capital....................................................... 7
Alteration of capital..................................................... 7
Reduction of capital...................................................... 8
Certificates.............................................................. 8
Lien...................................................................... 9
Calls on shares........................................................... 10
Forfeiture of shares...................................................... 11
Register of Shareholders.................................................. 12
Register of Directors and Officers........................................ 12
Transfer of shares........................................................ 12
Transmission of shares.................................................... 13
General meetings.......................................................... 14
Notice of general meetings................................................ 15
Proceedings at general meetings........................................... 15
Voting.................................................................... 17
Proxies and corporate representatives..................................... 20
Amalgamations............................................................. 22
Appointment and removal of Directors...................................... 23
Resignation and disqualification of Directors............................. 25
Alternate Directors....................................................... 25
Directors' remuneration and expenses...................................... 26
Directors' interests...................................................... 26
Powers of the Board....................................................... 27
Delegation of the Board's powers.......................................... 28
Proceedings of the Board.................................................. 29
Officers.................................................................. 31
Minutes................................................................... 32
Secretary and Resident Representative..................................... 32
The Seal.................................................................. 32
Dividends and other payments.............................................. 33
Reserves.................................................................. 34
Capitalisation of reserves................................................ 35
Record dates.............................................................. 37
Accounting records........................................................ 38
Auditors.................................................................. 38
Untraced Shareholders..................................................... 39
Service of notices and other documents.................................... 39
Destruction of documents.................................................. 41
Winding up................................................................ 42
Exemption and indemnification of Officers................................. 42
Alteration of Bye-Laws.................................................... 43
<PAGE>
2
BYE-LAWS
OF
TYCOM LTD.
INTERPRETATION
1. In these Bye-Laws, unless the context otherwise requires:
"Bermuda" means the Islands of Bermuda;
"Board" means the board of directors for the time being of the Company;
"Bye-Laws" means these bye-laws in their present form or as from time
to time amended;
"clear days" means, in relation to the period of a notice, that period
excluding the day on which the notice is given or served, or deemed to
be given or served, and the day for which it is given or on which it is
to take effect;
"Common Shares" means the common shares of par value US$0.25 per share
(or such other par value as may result from any reorganisation of
capital) in the capital of the Company;
"Companies Acts" means every Bermuda statute, regulation and order from
time to time in force concerning companies insofar as the same apply to
the Company;
"Company" means TyCom Ltd., a company incorporated in Bermuda with
registration number EC 27968 ;
"Director" means a director for the time being of the Company;
"Officer" means a Director, Secretary, or other officer of the Company
appointed pursuant to Bye-Law 104, but does not include any person
holding the office of auditor in relation to the Company;
"paid up" means paid up or credited as paid up;
"person entitled by transmission" means a person whose entitlement to a
share in consequence of the death or bankruptcy of a Shareholder or of
any other event giving rise to its transmission by operation of law has
been noted in the Register;
"Preference Shares" means the 600,000,000 preference shares of par
value US$1.00 per share (or such other par value as may result from any
reorganisation of capital) in the capital of the Company, each having
such rights and being subject to such restrictions as may be attached
pursuant to Bye-law 4.3;
<PAGE>
3
"Register" means the register of shareholders of the Company and,
except in Bye-Laws 37.1, 37.2 and 37.3, includes any branch register;
"Registered Office" means the registered office for the time being of
the Company;
"Resident Representative" means the person or, if permitted by the
Companies Act, the company appointed to perform the duties of resident
representative of the Company as set out in the Companies Act 1981 (and
includes any assistant or deputy resident representative appointed by
the Board);
"Resolution" means a resolution of the Shareholders or, where required,
of a separate class or separate classes of Shareholders, adopted in
general meeting in accordance with the provisions of these Bye-Laws;
"Seal" means the common seal of the Company and includes any duplicate
seal;
"Secretary" means the Secretary of the Company or, if there are joint
Secretaries, any of the joint Secretaries and includes a deputy or
assistant Secretary and any person appointed by the Board to perform
any of the duties of the Secretary;
"Shareholder" means a member of the Company;
"share" means any share in the capital of the Company;
"subsidiary" has the same meaning as in section 86 of the Companies Act
1981, except that references in that section to a company shall include
any body corporate or other legal entity, whether incorporated or
established in Bermuda or elsewhere; and
"US dollars" or "US$" means United States dollars.
2. For the purposes of these Bye-Laws, unless the context otherwise
requires:
2.1 a corporation shall be deemed to be present in person at a meeting if
its representative, duly authorised pursuant to these Bye-Laws, is
present;
2.2 words importing only the singular number include the plural number and
vice versa;
2.3 words importing only one gender include the other genders;
2.4 references to a company include any body corporate or other legal
entity, whether incorporated or established in Bermuda or elsewhere;
2.5 references to a person include any company, partnership or other body
of persons, whether corporate or not, any trust and any government,
governmental body or agency or public authority, whether of Bermuda or
elsewhere;
2.6 references to writing include typewriting, printing, lithography,
photography, electronic mail and other modes of representing or
reproducing words in a legible and non-transitory form;
<PAGE>
4
2.7 a reference to anything being done by electronic means includes its
being done by means of any electronic or other communications equipment
or facilities and references to any communication being delivered or
received, or being delivered or received at a particular place, include
the transmission of an electronic or similar communication, and to a
recipient identified in such manner or by such means, as the Board may
from time to time approve or prescribe, either generally or for a
particular purpose;
2.8 references to a signature or to anything being signed or executed
include such forms of electronic signature or other means of verifying
the authenticity of an electronic or similar communication as the Board
may from time to time approve or prescribe, either generally or for a
particular purpose;
2.9 references to a dividend include a distribution out of contributed
surplus or any other distributable reserve;
2.10 any words or expressions defined in the Companies Acts, if not
otherwise defined in or given a particular meaning by these Bye-Laws,
have the same meaning in these Bye-Laws, except that the definition of
"attorney" shall not apply;
2.11 any reference to any statute or statutory provision (whether of Bermuda
or elsewhere) includes a reference to any modification or re-enactment
of it for the time being in force and to every rule, regulation or
order made under it (or under any such modification or re-enactment)
and for the time being in force and any reference to any rule,
regulation or order made under any such statute or statutory provision
includes a reference to any modification or replacement of such rule,
regulation or order for the time being in force; and
2.12 references to shares carrying the general right to vote at general
meetings of the Company are to those shares (of any class or series)
carrying the right to vote, other than shares which entitle the holders
to vote only in limited circumstances or upon the occurrence of a
specified event or condition (whether or not those circumstances have
arisen or that event or condition has occurred).
REGISTERED OFFICE
3. The Registered Office shall be at such place in Bermuda as the Board
from time to time decides.
SHARE RIGHTS
4.1 Subject to the Companies Acts and to the rights conferred on the
holders of any other class of shares, any share in the Company may be
issued with or have attached to it such preferential, deferred,
qualified or special rights, privileges or conditions as the Company
may by Resolution decide or, if no such Resolution is in effect or
insofar as the Resolution does not make specific provision, as the
Board may from time to time determine.
4.2 Without limiting the foregoing and subject to the Companies Acts, the
Company may issue preference shares (including the Preference Shares)
which (i) are liable to be
<PAGE>
5
redeemed on the happening of a specified event or events or on a given
date or dates and/or (ii) are liable to be redeemed at the option of
the Company and/or the holder. The terms and manner of redemption of
any redeemable Preference Shares shall be as the Board may by
resolution determine before the allotment of such shares and the terms
and manner of redemption of any other redeemable preference shares
shall be either (i) as the Company may by Resolution determine or (ii)
insofar as the Board is so authorised by any Resolution, as the Board
may by resolution determine, in either case, before the allotment of
such shares. A copy of any such Resolution or resolution of the Board
for the time being in force shall be attached as an appendix to (but
shall not form part of) these Bye-Laws.
4.3 The rights attaching to the Preference Shares shall be as follows :-
4.3.1 Each Preference Share shall have attached to it such
preferred, qualified or other special rights, privileges and
conditions and be subject to such restrictions, whether in
regard to dividend, return of capital, redemption, conversion
into Common Shares or voting or otherwise, as the Board may
determine on or before its allotment.
4.3.2 The Board may allot the Preference Shares in more than one
series and, if it does so, may designate each series in such
manner as it deems appropriate to reflect the particular
rights and restrictions attached to that series, which may
differ in all or any respects from any other series of
Preference Shares.
4.3.3 The particular rights and restrictions attached to any
Preference Share shall be recorded in a resolution of the
Board. The Board may at any time before the allotment of any
Preference Share by further resolution in any way amend such
rights and restrictions or vary or revoke its designation. A
copy of any such resolution or amending resolution for the
time being in force shall be annexed as an appendix to (but
shall not form part of) these Bye-Laws.
4.3.4 The Board shall not attach to any Preference Share any rights
or restriction which would alter or abrogate any of the
special rights attached to any other class or series of
preference shares for the time being in issue without such
sanction as is required for any alteration or abrogation of
such rights, unless expressly authorised to do so by the
rights attaching to or by the terms of issue of such
preference shares.
4.4 The terms of any redeemable preference shares (including the Preference
Shares) may provide for the whole or any part of the amount due on
redemption to be paid or satisfied otherwise than in cash, to the
extent permitted by the Companies Acts.
VARIATION OF RIGHTS
5.1 Subject to the Companies Acts, all or any of the special rights for the
time being attached to any class of shares for the time being in issue
may, unless otherwise expressly provided in the rights attaching to or
by the terms of issue of the shares of that class, from time to time
(whether or not the Company is being wound up), be altered or abrogated
with the consent in writing of the holders of not less than 75 per
cent. in nominal value of the issued shares of that class or with the
sanction of a
<PAGE>
6
Resolution passed at a separate general meeting of the holders of
shares of that class by a majority of not less than 75 per cent. of the
votes cast.
5.2 All the provisions of these Bye-Laws relating to general meetings of
the Company shall apply mutatis mutandis to any separate general
meeting of any class of Shareholders, except that:
5.2.1 the necessary quorum shall be two or more Shareholders present
in person or by proxy together holding or representing not
less than one- third in nominal amount of the issued shares of
the relevant class; provided that, if the relevant class of
Shareholders has only one Shareholder, one Shareholder present
in person or by proxy shall constitute the necessary quorum;
5.2.2 each holder of shares of the class shall, on a poll, have one
vote in respect of each share of the class held by him; and
5.2.3 a poll may be demanded by any one holder of shares of the
class, whether present in person or by proxy.
6. The special rights conferred upon the holders of any shares or class of
shares shall not, unless otherwise expressly provided in the rights
attaching to or the terms of issue of such shares, be deemed to be
altered or abrogated by (i) the creation or issue of further shares
ranking pari passu with them, (ii) the creation or issue for full value
(as determined by the Board) of further shares ranking as regards
participation in the profits or assets of the Company or otherwise in
priority to them or (iii) the purchase or redemption by the Company of
any of its own shares.
SHARES
7.1 Subject to the provisions of these Bye-Laws, the unissued shares of the
Company (whether forming part of the original share capital or any
increased capital) shall be at the disposal of the Board, which may
offer, allot, grant options or other rights over or otherwise deal with
or dispose of them to such persons, at such times and for such
consideration and generally on such terms and conditions as the Board
may from time to time determine.
7.2 Shares may be issued in fractional denominations and in such event the
Company shall deal with such fractions to the same extent as its whole
shares, so that a share in a fractional denomination shall have, in
proportion to the fraction of a whole share which it represents, all
the rights of a whole share, including (but without limiting the
generality of the foregoing) the right to vote, to receive dividends
and distributions and to participate in a winding up.
8. The Board may, in connection with the issue of any shares, exercise all
powers of paying commission and brokerage conferred or permitted by
law.
9. Subject to the Companies Acts, the Company may purchase its own shares
and the Board may authorise any exercise of the Company's power to
purchase its own shares, whether in the market, by tender or by private
treaty, at such prices and otherwise on such terms and conditions as
the Board may from time to time determine. The whole
<PAGE>
7
or any part of the amount payable on any such purchase may be paid or
satisfied otherwise than in cash, to the extent permitted by the
Companies Acts.
10. Except only as otherwise provided in these Bye-Laws, as ordered by a
court of competent jurisdiction or as otherwise required by law, the
Company shall be entitled to treat the registered holder of any share
or any fractional part of a share as the absolute owner of it and
accordingly no person shall be recognised by the Company as holding any
share or any fractional part of a share upon trust, and the Company
shall not be bound by or required in any way to recognise (even when
having notice of it) any interest or other right in any share or in any
fractional part of a share except an absolute right to the entirety of
the share or to the fractional part of a share in the registered holder
of it.
INCREASE OF CAPITAL
11. The Company may from time to time increase its capital by such sum, to
be divided into shares of such par value, as the Company by Resolution
shall prescribe.
12. The Company may, by the Resolution increasing the capital, direct that
the new shares or any of them shall be offered in the first instance
either at par or at a premium or (subject to the provisions of the
Companies Acts) at a discount to all the holders for the time being of
shares of any class or classes in proportion to the number of such
shares held by them respectively or make any other provision as to the
issue of the new shares.
13. The new shares shall be subject to all the provisions of these Bye-Laws
with reference to lien, the payment of calls, forfeiture, transfer,
transmission and otherwise.
ALTERATION OF CAPITAL
14.1 The Company may from time to time by Resolution:
14.1.1 divide its shares into several classes and attach to them
respectively any preferential, deferred, qualified or special
rights, privileges or conditions;
14.1.2 consolidate and divide all or any of its share capital into
shares of larger par value than any of its existing shares;
14.1.3 sub-divide its shares or any of them into shares of smaller
par value than is fixed by its memorandum, so, however, that
in the sub- division the proportion between the amount paid
and the amount, if any, unpaid on each reduced share shall be
the same as it was in the case of the share from which the
reduced share is derived;
14.1.4 make provision for the issue and allotment of shares which do
not carry any voting rights;
14.1.5 cancel shares which, at the date of the passing of the
relevant Resolution, have not been taken or agreed to be taken
by any person, and diminish the amount of its authorised share
capital by the amount of the shares so cancelled; and
<PAGE>
8
14.1.6 change the currency denomination of its share capital.
14.2 Where any difficulty arises in regard to any division, consolidation or
sub-division under this Bye-Law 14, the Board may settle the same as it
thinks expedient and, in particular, may arrange for the sale of the
shares representing fractions and the distribution of the net proceeds
of sale in due proportion among the Shareholders who would have been
entitled to the fractions, except that any proceeds in respect of any
holding which are less than a sum fixed by the Board may be retained
for the benefit of the Company. For the purpose of any such sale the
Board may authorise some person to transfer the shares representing
fractions to the purchaser, who shall not be bound to see to the
application of the purchase money, nor shall his title to the shares be
affected by any irregularity or invalidity in the proceedings relating
to the sale.
15. Subject to the Companies Acts and to any confirmation or consent
required by law or these Bye-Laws, the Company may from time to time by
Resolution convert any preference shares into redeemable preference
shares.
REDUCTION OF CAPITAL
16. Subject to the Companies Acts and to any confirmation or consent
required by law or these Bye-Laws, the Company may from time to time by
Resolution authorise the reduction in any manner of its issued share
capital (but not to a sum less than the minimum share capital
prescribed by its memorandum) or any share premium account.
17. In relation to any such reduction, the Company may by Resolution
determine the terms upon which the reduction is to be effected,
including, in the case of a reduction of part only of a class of
shares, those shares to be affected.
CERTIFICATES
18.1 Shares shall be issued in registered form. Unless otherwise provided by
the rights attaching to or by the terms of issue of any particular
shares, each Shareholder shall, upon becoming the holder of any share,
be entitled to a share certificate for all the shares of each class
held by him (and, on transferring a part of his holding, to a
certificate for the balance), but the Board may decide not to issue
certificates for any shares held by, or by the nominee of, any
securities exchange or depository or any operator of any clearance or
settlement system except at the request of any such person. In the case
of a share held jointly by several persons, delivery of a certificate
in their joint names to one of several joint holders shall be
sufficient delivery to all.
18.2 Share certificates shall be in such form as the Board may from time to
time prescribe, subject to the requirements of the Companies Acts. No
fee shall be charged by the Company for issuing a share certificate.
19. If a share certificate is worn-out or defaced, or alleged to have been
lost or destroyed, it may be replaced without fee but on such terms (if
any) as to evidence and indemnity and to payment of any exceptional
costs and out of pocket expenses of the Company in investigating such
evidence and preparing such indemnity as the Board may think
<PAGE>
9
fit and, in case of wearing-out or defacement, on delivery of the
certificate to the Company. The Board may require any such indemnity to
be secured in such manner as the Board may think fit.
20.1 All certificates for shares (other than letters of allotment, scrip
certificates and other like documents) shall, except to the extent that
the terms of issue of any shares otherwise provide, be issued under the
Seal or a facsimile of it. Each certificate shall be signed by such
person or persons (whether or not Officers) as the Board may from time
to time decide, but the Board may determine that certificates for
shares or for particular shares need not be signed by any person.
20.2 The Board may also determine, either generally or in any particular
case, that any signatures on certificates for shares need not be
autographic but may be affixed to such certificates by some mechanical
means or may be facsimiles printed on such certificates. If any Officer
who has signed, or whose facsimile signature has been used on, any such
certificate ceases for any reason to hold his office, such certificate
may nevertheless be issued as though that Officer had not ceased to
hold such office.
21. Nothing in these Bye-Laws shall preclude (i) title to a share being
evidenced or transferred otherwise than in writing to the extent
permitted by the Companies Acts and otherwise as may be determined by
the Board from time to time or (ii) the Board from recognising the
renunciation of the allotment of any share by the allottee in favour of
some other person on such terms and subject to such conditions as the
Board may from time to time decide.
LIEN
22. The Company shall have a first and paramount lien on every share (not
being a fully paid share) for all moneys, whether presently due or not,
called or payable in respect of such share. The Company's lien on a
share shall extend to all dividends payable on it. The Board may at any
time, either generally or in any particular case, waive any lien that
has arisen or declare any share to be wholly or in part exempt from the
provisions of this Bye-Law.
23.1 The Company may sell, in such manner as the Board may think fit, any
share on which the Company has a lien, but no sale shall be made unless
some sum in respect of which the lien exists is presently due nor until
the expiration of 14 clear days after a notice, stating and demanding
payment of the sum presently due and giving notice of the intention to
sell in default of such payment, has been served on the holder for the
time being of the share or the person entitled by transmission to it.
23.2 The net proceeds of sale by the Company of any shares on which it has a
lien shall be applied in or towards payment or discharge of the debt or
liability in respect of which the lien exists so far as the same is
due, and any residue shall (subject to a like lien for debts or
liabilities not presently due as existed upon the share prior to the
sale) be paid to the holder of, or the person entitled by transmission
to, the share immediately before such sale. For giving effect to any
such sale the Board may authorise some person to transfer the share to
the purchaser. The purchaser shall be registered as the holder of the
share and he shall not be bound to see to the application of the
purchase money,
<PAGE>
10
nor shall his title to the share be affected by any irregularity or
invalidity in the proceedings relating to the sale.
CALLS ON SHARES
24.1 The Board may from time to time make calls upon the Shareholders in
respect of any moneys unpaid on their shares (whether on account of the
par value of the shares or by way of premium) and not by the terms of
issue of the shares made payable at a date fixed by or in accordance
with their terms of issue and each Shareholder shall (subject to the
Company serving on him at least 14 clear days' notice specifying the
time or times and place of payment) pay to the Company at the time or
times and place so specified the amount called on his shares. A call
may be revoked or postponed as the Board may determine.
24.2 A call may be made payable by instalments and shall be deemed to be
made at the time when the resolution of the Board authorising the call
is passed.
24.3 A person on whom a call is made shall (in addition to the transferee)
remain liable for it notwithstanding the subsequent transfer of the
share in respect of which the call is made.
25. The joint holders of a share shall be jointly and severally liable to
pay all calls in respect of it.
26. If a sum called in respect of a share is not paid before or on the day
appointed for its payment, the person from whom the sum is due shall
pay interest on the sum from the day appointed for payment to the time
of actual payment at such rate not exceeding 15 per cent. per annum as
the Board may determine, but the Board may waive payment of such
interest, wholly or in part.
27. Any sum which, by the terms of issue of a share, becomes payable on
allotment or at any date fixed by or in accordance with such terms of
issue, whether on account of the nominal value of the share or by way
of premium, shall for all purposes of these Bye-Laws be deemed to be a
call duly made, notified and payable on the date on which by the terms
of issue the same becomes payable, and, in case of non-payment, all the
relevant provisions of these Bye-Laws as to payment of interest,
forfeiture or otherwise shall apply as if such sum had become payable
by virtue of a call duly made and notified.
28. The Board may, on the issue of any shares, differentiate between the
allottees or holders as to the amount of calls to be paid and the times
of payment.
29. The Board may, if it thinks fit, receive all or any part of the moneys
payable on a share beyond the sum actually called up on it if the
holder is willing to make payment in advance and, on any moneys so paid
in advance, may (until they would otherwise be due) pay interest at
such rate as may be agreed between the Board and the Shareholder paying
the sum in advance.
<PAGE>
11
FORFEITURE OF SHARES
30. If a Shareholder fails to pay any call or instalment of a call on the
day appointed for its payment, the Board may at any time while any part
of such call or instalment remains unpaid serve on him a notice
requiring payment of so much of the call or instalment as is unpaid,
together with any interest which may have accrued. The notice shall
state a further day (not being less than 14 clear days from the date of
the notice) on or before which, and the place where, the payment
required by the notice is to be made and shall state that, in the event
of non-payment on or before the day and at the place appointed, the
shares in respect of which such call is made or instalment is payable
will be liable to be forfeited.
31. The Board may accept the surrender of any share liable to be forfeited,
and, in any such case, references in these Bye-Laws to forfeiture
include surrender.
32. If the requirements of any notice given under Bye-Law 30 are not
complied with, any share in respect of which the notice was given may,
at any time before payment of all calls or instalments and interest due
in respect of it is made, be forfeited by a resolution of the Board to
that effect. Such forfeiture shall include all dividends declared and
other moneys payable in respect of the forfeited shares and not
actually paid before the forfeiture.
33. When any share has been forfeited, notice of the forfeiture shall be
served on the person who was before forfeiture the holder of the share
or the person entitled by transmission to it, but no forfeiture shall
be invalidated by any omission to give such notice.
34. A forfeited share shall become the property of the Company and may be
sold, re-offered or otherwise disposed of either to the person who was,
before forfeiture, the holder of, or entitled to, the share or to any
other person, on such terms and in such manner as the Board thinks fit.
At any time before a sale, re-allotment or disposition the forfeiture
may be cancelled on such terms as the Board may think fit.
35. A person whose shares have been forfeited shall cease to be a
Shareholder in respect of the forfeited shares but shall,
notwithstanding the forfeiture, remain liable to pay to the Company all
moneys which at the date of forfeiture were payable by him to the
Company in respect of the shares, together with interest at such rate
not exceeding 15 per cent. per annum as the Board may determine from
the date of forfeiture until payment and the Company may enforce
payment without being under any obligation to make any allowance for
the value of the shares forfeited.
36. An affidavit to the effect that the deponent is a Director or the
Secretary and that a share has been duly forfeited on the date stated
in the affidavit shall be conclusive evidence of the facts stated in it
as against all persons claiming to be entitled to the share. The
Company may receive the consideration (if any) given for the share on
its sale, re-allotment or disposition, and the Board may authorise some
person to transfer the share to the person to whom it is sold,
re-allotted or disposed of. That person shall be registered as the
holder of the share and shall not be bound to see to the application of
the purchase money (if any), nor shall his title to the share be
affected by any
<PAGE>
12
irregularity or invalidity in the proceedings relating to the
forfeiture, sale, re-allotment or disposal of the share.
REGISTER OF SHAREHOLDERS
37.1 The Register shall be kept in the manner prescribed by the Companies
Acts at the Registered Office or at such other place in Bermuda as may
be authorised by the Board from time to time.
37.2 The Company may also keep one or more branch registers at such place or
places outside Bermuda to the extent and in the manner permitted by the
Companies Acts and the Board may make such regulations as it thinks fit
regarding the keeping of any branch register and may revoke or vary any
such regulations. The Board may authorise any share on the Register to
be included in a branch register or any share registered on a branch
register to be registered on another branch register, provided that at
all times the Register is maintained in accordance with the Companies
Acts.
37.3 The Register or any branch register may be closed at such times and for
such periods as the Board may from time to time decide, subject to the
Companies Acts. Except during such time as it is closed, the Register
and each branch register shall be open to inspection in the manner
prescribed by the Companies Acts between 10:00 a.m. and 12:00 noon (or
between such other times as the Board from time to time determines) on
every working day.
37.4 Unless the Board so determines, no Shareholder or intending Shareholder
shall be entitled to have entered in the Register any indication of any
trust or any equitable, contingent, future or partial interest in any
share or any fractional part of a share, and if any such entry exists
or is permitted by the Board it shall not be deemed to abrogate any
provisions of Bye-Law 10.
REGISTER OF DIRECTORS AND OFFICERS
38. The Secretary shall maintain a register of the Directors and Officers
of the Company as required by the Companies Acts. The register of
Directors and Officers shall be open to inspection in the manner
prescribed by the Companies Acts between 10:00 a.m. and 12:00 noon (or
between such other times as the Board from time to time determines) on
every working day.
TRANSFER OF SHARES
39. Subject to the Companies Acts and to such of the restrictions contained
in these Bye-Laws as may be applicable, any Shareholder may transfer
all or any of his shares by an instrument of transfer in the usual
common form or in any other form which the Board may from time to time
approve. The instrument of transfer may be endorsed on the certificate.
40.1 The instrument of transfer of a share shall be signed by or on behalf
of the transferor and, if the share is not fully paid, by or on behalf
of the transferee and the transferor shall be deemed to remain the
holder of the share until the name of the transferee is
<PAGE>
13
entered in the Register in respect of it. All instruments of transfer
may be retained by the Company.
40.2 The Board may, in its absolute discretion and without assigning any
reason for its decision, decline to register any transfer of any share
which is not a fully paid share. The Board may also decline to register
any transfer if:
40.2.1 the instrument of transfer is not duly stamped, if required,
and lodged at the Registered Office or any other place as the
Board may from time to time specify for the purpose,
accompanied by the certificate (if any) for the shares to
which it relates and such other evidence as the Board may
reasonably require to show the right of the transferor to make
the transfer; or
40.2.2 the instrument of transfer is in respect of more than one
class of share;
40.2.3 the instrument of transfer is in favour of more than four
persons jointly; or
40.2.4 it is not satisfied that all applicable consents,
authorisations, permissions or approvals of any governmental
body or agency in Bermuda or the United States of America or
any other applicable jurisdiction required to be obtained
under relevant law prior to such transfer have been obtained.
40.3 Subject to any directions of the Board from time to time in force, the
Secretary may exercise the powers and discretions of the Board under
Bye-Law 40.2 and Bye-Laws 39 and 41.
41. If the Board declines to register a transfer it shall, within one month
after the date on which the instrument of transfer was lodged, send to
the transferee notice of such refusal.
42. No fee shall be charged by the Company for registering any transfer or
for making any entry in the Register concerning any other document
relating to or affecting the title to any share.
TRANSMISSION OF SHARES
43. In the case of the death of a Shareholder, the survivor or survivors,
where the deceased was a joint holder, or the estate representative,
where he was sole holder, shall be the only person or persons
recognised by the Company as having any title to his shares; but
nothing in these Bye-Laws shall release the estate of a deceased holder
from any liability in respect of any share held by him either solely or
jointly with other persons. In this Bye-Law, estate representative
means the person to whom probate or letters of administration or
confirmation as executor has or have been granted under the laws of
Bermuda, any country in the Commonwealth or any part of the United
States of America or, failing such person, such other person as the
Board may in its absolute discretion determine to be the person
recognised by the Company for the purpose of this Bye-Law.
44.1 In the case of a person becoming entitled to a share in consequence of
the death of a Shareholder or otherwise by operation of applicable law,
the Board may require the
<PAGE>
14
production to the Company of such evidence of his entitlement as is
prescribed by the Companies Acts or, to the extent that no such
evidence is prescribed, as may from time to time be required by the
Board. Upon production of such evidence the name and address of the
person so entitled shall be noted in the Register.
44.2 Subject to Bye-Law 45.2, any person entitled by transmission to a share
shall be entitled to receive (and may give a discharge for) any
dividends or other moneys payable in respect of the share, to attend
and vote in respect of the share at general meetings of the Company and
of the relevant class of Shareholders and generally to exercise in
respect of the share all of the rights or privileges of a Shareholder
as if he were registered as the holder of the share.
45.1 Any person entitled by transmission to a share may elect either to be
registered himself as the holder of the share or to have some person
nominated by him registered as the transferee of the share. If he
elects to be registered himself, he shall deliver or send to the
Company a notice in writing signed by him stating that he so elects. If
he elects to have his nominee registered, he shall signify his election
by signing an instrument of transfer of such share in favour of his
nominee. All the provisions of these Bye-Laws relating to the right to
transfer and the registration of transfer of shares shall apply to any
such notice or instrument of transfer as if the death of the
Shareholder or other event giving rise to the transmission had not
occurred and the notice or instrument of transfer was an instrument of
transfer signed by such Shareholder.
45.2 The Board may at any time give notice requiring a person entitled by
transmission to a share to elect either to be registered himself or to
transfer the share and if the notice is not complied with within 60
days the Board may withhold payment of all dividends and other moneys
payable in respect of the share until the requirements of the notice
have been complied with.
46. Subject to any directions of the Board from time to time in force, the
Secretary may exercise the powers and discretions of the Board under
Bye- Laws 43, 44 and 45.
GENERAL MEETINGS
47.1 The Board shall convene and the Company shall hold annual general
meetings in accordance with the requirements of the Companies Acts.
47.2 The Board may, whenever it thinks fit, and shall, on the requisition in
writing of Shareholders holding such number of shares as is prescribed
by, and made in accordance with, the Companies Acts, convene a general
meeting. All general meetings other than annual general meetings shall
be called special general meetings. Within 21 days from the date of
delivery of any such requisition by Shareholders, the Board shall
proceed duly to convene a special general meeting for a date which is
not more than six months after the date of delivery of the requisition.
47.3 Each general meeting shall be held at such time and place as the Board
decides.
<PAGE>
15
NOTICE OF GENERAL MEETINGS
48. Any general meeting (whether annual or special) of the Company (other
than an adjourned meeting) shall be called by at least 20 clear days'
notice. The notice of a general meeting shall specify the place, day
and time of the meeting (including any satellite meeting place arranged
for the purposes of Bye-Law 52.2) and, in the case of a special general
meeting, the general nature of the business to be considered. Notice of
every general meeting shall be given in any manner permitted by these
Bye-Laws to all Shareholders (other than those who, under the
provisions of these Bye- Laws or the terms of issue of the shares which
they hold, are not entitled to receive such notice from the Company)
and to each Director and to the Resident Representative.
49. The accidental omission to give notice of a meeting or (in cases where
instruments of proxy are sent out with the notice) the accidental
omission to send such instrument of proxy to, or the non-receipt of
notice of a meeting or such instrument of proxy by, any person entitled
to receive such notice shall not invalidate the proceedings at that
meeting.
PROCEEDINGS AT GENERAL MEETINGS
50. The chairman of the Board or, in his absence, the president of the
Board shall preside as chairman at every general meeting of the Company
or of any class of Shareholders. If there is no such chairman or
president, or if at any meeting neither the chairman nor the president
is present within 15 minutes after the time appointed for holding the
meeting, or if neither of them is willing to act as chairman, the
Directors present shall appoint one of those Directors who is willing
to act as chairman or, if only one Director is present, he shall
preside as chairman, if willing to act. If none of the Directors
present is willing to act as chairman, the Director or Directors
present may appoint any other Officer who is present and willing to act
as chairman. In default of any such appointment, the persons present
and entitled to vote shall elect any Officer who is present and willing
to act as chairman or, if no Officer is present or if none of the
Officers present is willing to act as chairman, one of their number to
be chairman.
51.1 No business shall be transacted at any general meeting or adjourned
meeting unless a quorum is present when the meeting proceeds to
business, but the absence of a quorum shall not preclude the
appointment or election of a chairman, which shall not be treated as
part of the business of the meeting. Except as otherwise provided by
the Companies Acts or these Bye- Laws, two Shareholders present in
person or by proxy and having the right to attend and vote at the
meeting shall be a quorum (provided that, if the Company shall have
only one Shareholder, one Shareholder present in person or by proxy
shall constitute the necessary quorum).
51.2 If within 30 minutes (or such longer time as the chairman of the
meeting may determine to wait) after the time appointed for a meeting
(other than an adjourned meeting) a quorum is not present, the meeting,
if convened on the requisition of Shareholders, shall be dissolved. In
any other case, it shall stand adjourned to such other day and such
other time and place as the chairman of the meeting may determine. If
within 30 minutes (or such longer time as the chairman of the meeting
may determine to wait) after the time appointed for any adjourned
meeting a quorum is not present, the meeting may be further adjourned
to such other day and such other time
<PAGE>
16
and place as the chairman of the meeting may determine, but otherwise
the meeting shall be dissolved. A meeting may not be adjourned under
this Bye-Law 51.2 to a day which is more than 90 days after the day
originally appointed for the meeting.
51.3 If it appears to the chairman of a general meeting that the place of
the meeting specified in the notice convening the meeting is inadequate
to accommodate all persons entitled and wishing to attend, the meeting
is duly constituted and its proceedings are valid if the chairman is
satisfied that adequate facilities are available, whether at the place
of the meeting or elsewhere, to ensure that each such person who is
unable to be accommodated at the place of the meeting is able to
communicate simultaneously and instantaneously with the persons present
at the place of the meeting, whether by the use of microphones,
loud-speakers, audio-visual or other communications equipment or
facilities.
52.1 A meeting of the Shareholders or of any class of Shareholders may be
held by such electronic means as the Board may from time to time
approve and which permit all persons participating in the meeting to
communicate with each other simultaneously and instantaneously, and
participation in such a meeting shall constitute presence in person at
such meeting.
52.2 The Board may resolve to enable persons entitled to attend a general
meeting of the Company or of any class of Shareholders to do so by
simultaneous attendance and participation at a satellite meeting place
anywhere in the world. The Shareholders present at any such satellite
meeting place in person or by proxy and entitled to vote shall be
counted in the quorum for, and shall be entitled to vote at, the
general meeting in question if the chairman of the general meeting is
satisfied that adequate facilities are available throughout the general
meeting to ensure that Shareholders attending at all the meeting places
are able to:
52.2.1 communicate simultaneously and instantaneously with the
persons present at the other meeting place or places, whether
by the use of microphones, loud-speakers, audio-visual or
other communications equipment or facilities; and
52.2.2 have access to all documents which are required by the
Companies Acts and these Bye-Laws to be made available at the
meeting.
The chairman of the general meeting shall be present at, and the
meeting shall be deemed to take place at, the principal meeting place.
If it appears to the chairman of the general meeting that the
facilities at the principal meeting place or any satellite meeting
place are or become inadequate for the purposes referred to above, then
the chairman may, without the consent of the meeting, interrupt or
adjourn the general meeting. All business conducted at that general
meeting up to the time of such adjournment shall be valid.
53. Each Director and the Resident Representative shall be entitled to
attend and speak at any general meeting of the Company or of any class
of Shareholders.
54. The Board may make any security arrangements which it considers
appropriate relating to the holding of a general meeting of the Company
or of any class of Shareholders including, without limitation,
arranging for any person attending a
<PAGE>
17
meeting to be searched and for items of personal property which may be
taken into a meeting to be restricted, and any person who fails to
comply with any such arrangements may be refused entry to the meeting.
55.1 Subject to the Companies Acts, a resolution may only be put to a vote
at a general meeting of the Company or of any class of Shareholders if:
55.1.1 it is proposed by or at the direction of the Board; or
55.1.2 it is proposed at the direction of the Court; or
55.1.3 it is proposed on the requisition in writing of such number of
Shareholders as is prescribed by, and is made in accordance
with, the relevant provisions of the Companies Acts; or
55.1.4 the chairman of the meeting in his absolute discretion decides
that the resolution may properly be regarded as within the
scope of the meeting.
55.2 No amendment may be made to a resolution, at or before the time when it
is put to a vote, unless the chairman of the meeting in his absolute
discretion decides that the amendment or the amended resolution may
properly be put to a vote at that meeting.
55.3 If the chairman of the meeting rules a resolution or an amendment to a
resolution admissible or out of order (as the case may be), the
proceedings of the meeting or on the resolution in question shall not
be invalidated by any error in his ruling. Any ruling by the chairman
of the meeting in relation to a resolution or an amendment to a
resolution shall be final and conclusive.
56. The chairman of the meeting may, with the consent of any meeting at
which a quorum is present (and shall if so directed by the meeting),
adjourn the meeting from time to time (or sine die) and from place to
place. In addition to any other power of adjournment conferred by law,
the chairman of the meeting may at any time without the consent of the
meeting adjourn the meeting (whether or not it has commenced or a
quorum is present) to another time and/or place (or sine die) if, in
his opinion, it would facilitate the conduct of the business of the
meeting to do so or if he is so directed (prior to or at the meeting)
by the Board. When a meeting is adjourned sine die the time and place
for the adjourned meeting shall be fixed by the Board.
57. When a meeting is adjourned for three months or more or sine die, not
less than 10 clear days' notice of the adjourned meeting shall be given
in the same manner as in the case of the original meeting. Except as
expressly provided by these Bye-Laws, it shall not be necessary to give
any notice of an adjourned meeting or of the business to be transacted
at an adjourned meeting. No business shall be transacted at any
adjourned meeting except business which might properly have been
transacted at the meeting from which the adjournment took place.
VOTING
58. Except where a greater majority is required by the Companies Acts or
these Bye-Laws, any question proposed for consideration at any general
meeting of the
<PAGE>
18
Company or of any class of Shareholders shall be decided by a simple
majority of the votes cast by Shareholders entitled to vote at such
meeting.
59. Subject to any rights or restrictions for the time being attached to
any class of shares, on a show of hands each Shareholder present in
person or by proxy shall have one vote and, on a poll, each Shareholder
present in person or by proxy shall have one vote for each share held
by him.
60.1 At any general meeting, a resolution put to the vote of the meeting
shall be decided on a show of hands, unless (before, or immediately
after the declaration of the result of, the show of hands or on the
withdrawal of any other demand for a poll) a poll is demanded by:
60.1.1 the chairman of the meeting; or
60.1.2 at least three Shareholders present in person or by proxy; or
60.1.3 a Shareholder or Shareholders present in person or by proxy
holding between them not less than one-tenth of the total
voting rights of all the Shareholders having the right to vote
at such meeting; or
60.1.4 a Shareholder or Shareholders present in person or by proxy
holding shares conferring the right to vote at such meeting,
being shares on which an aggregate sum has been paid up equal
to not less than one- tenth of the total sum paid up on all
the shares conferring that right;
and a demand for a poll by a person present as proxy for a Shareholder
shall be as valid as if the Shareholder himself were present in person
and made the demand.
60.2 A demand for a poll may, before the poll is taken, be withdrawn but
only with the consent of the chairman of the meeting, and the demand so
withdrawn shall not be taken to have invalidated the result of a show
of hands declared before the demand was made. If a poll is demanded
before the declaration of the result of a show of hands and the demand
is duly withdrawn, the meeting shall continue as if the demand had not
been made.
60.3 Unless a poll is demanded (and the demand is not withdrawn), a
declaration by the chairman of the meeting that a resolution has been
carried, or carried unanimously, or has been carried by a particular
majority, or lost, or not carried by a particular majority, shall be
conclusive, and an entry to that effect in the minutes of the meeting
shall be conclusive evidence of that fact, without proof of the number
or proportion of the votes recorded in favour of or against the
resolution.
60.4 The demand for a poll shall not prevent the continuance of a meeting
for the transaction of any business other than the question on which
the poll has been demanded.
61.1 A poll demanded on the election of a chairman of a meeting or on a
question of adjournment of the meeting shall be taken at the meeting
without adjournment. A poll demanded on any other question shall be
taken at such time (either at the meeting
<PAGE>
19
or within 60 days after the meeting) and at such place as the chairman
of the meeting may direct.
61.2 The Board may, before any meeting at which a poll may be demanded,
determine the manner in which any poll is to be taken and the manner in
which votes are to be counted, which may include provision for votes to
be cast by electronic means by persons present in person or by proxy at
the meeting and for the appointment of scrutineers. To the extent not
so determined by the Board, such matters shall be determined by the
chairman of the meeting. A person appointed to act as a scrutineer need
not be a Shareholder.
61.3 It shall not be necessary (unless the chairman of the meeting otherwise
directs) for notice to be given of a poll, whether taken at or after
the meeting at which it is demanded.
62. On a poll votes may be cast either personally or by proxy. A person
entitled to more than one vote need not use all his votes or cast all
the votes he uses in the same way.
63. The result of the poll shall be deemed to be the resolution of the
meeting at which the poll was demanded.
64. In the case of an equality of votes at a general meeting, the motion
shall be deemed to be lost and the chairman of the meeting shall not be
entitled to a second or casting vote.
65. In the case of joint holders of a share, the vote of the senior who
tenders a vote, whether in person or by proxy, shall be accepted to the
exclusion of the votes of the other joint holders, and for this purpose
seniority shall be determined by the order in which the names stand in
the Register in respect of the joint holding.
66.1 Subject to Bye-law 66.2, a Shareholder who is a patient for any purpose
of any statute or applicable law relating to mental health or in
respect of whom an order has been made by any court in Bermuda or
elsewhere having jurisdiction for the protection or management of the
affairs of persons incapable of managing their own affairs may vote,
whether on a show of hands or on a poll, by his receiver, committee,
curator bonis or other person in the nature of a receiver, committee or
curator bonis appointed by such court, and such receiver, committee,
curator bonis or other person may vote by proxy and may otherwise act
and be treated as such Shareholder for the purpose of general meetings.
66.2 Evidence to the satisfaction of the Board of the authority of any
person claiming the right to vote under Bye-law 66.1 shall be produced
at the Registered Office (or at such other place as may be specified
for the deposit of instruments of proxy) not later than the last time
by which an instrument appointing a proxy must be deposited in order to
be valid for use at the meeting or adjourned meeting or on the holding
of the poll at or on which that person proposes to vote and, in
default, the right to vote shall not be exercisable
67. No Shareholder shall, unless the Board otherwise determines, be
entitled to vote at any general meeting of the Company or of any class
of Shareholders in respect of any
<PAGE>
20
share held by him unless all calls or other sums presently payable by
him in respect of that share have been paid.
68. No objection may be raised to the qualification of any voter or to the
counting of, or failure to count, any vote except at the meeting at
which the vote objected to is tendered. Any objection so raised shall
be referred to the chairman of the meeting and shall only vitiate the
decision of the meeting on any resolution if the chairman decides that
it may have affected the decision of the meeting. The decision of the
chairman on any such matter shall be final and conclusive. Except as
otherwise decided by the chairman, every vote counted and not
disallowed at the meeting shall be valid and every vote disallowed or
not counted shall be invalid.
PROXIES AND CORPORATE REPRESENTATIVES
69.1 A Shareholder may appoint one or more persons as his proxy, with or
without the power of substitution, to represent him and vote on his
behalf in respect of all or some only of his shares at any general
meeting (including an adjourned meeting) or at any poll taken
subsequently to the date of a meeting or adjourned meeting. A proxy
need not be a Shareholder.
69.2 A Shareholder which is a corporation may appoint any person (or two or
more persons in the alternative) as its representative to represent it
and vote on its behalf (whether on a show of hands or on a poll) at any
general meeting (including an adjourned meeting) or at any poll taken
subsequently to the date of a meeting or adjourned meeting and such a
corporate representative may exercise the same powers on behalf of the
corporation which he represents as that corporation could exercise if
it were an individual Shareholder.
69.3 A Shareholder which is a corporation may appoint more than one such
corporate representatives (with or without appointing any persons in
the alternative) at any such meeting or poll provided that such
appointment specifies the number of shares in respect of which each
such appointee is authorised to act as such representative, not
exceeding in aggregate the number of shares held by the appointor and
carrying the right to attend and vote at the relevant meeting or poll.
69.4 The appointment of a proxy or a corporate representative in relation to
a particular meeting shall, unless the contrary is stated, be valid for
any adjournment of the meeting and the appointment of a proxy or a
corporate representative in relation to a particular meeting or
adjourned meeting shall, unless the contrary is stated, be valid for
any poll demanded at, but taken subsequently to the date of, the
meeting or adjourned meeting, as well as for a poll taken on the date
of such meeting.
70. A Shareholder may appoint a standing proxy, with or without the power
of substitution, or (if a corporation) a standing representative by
delivery to the Registered Office (or at such other place as the Board
may from time to time specify for such purpose) of evidence of such
appointment. The appointment of such a standing proxy or representative
shall be valid for every general meeting, adjourned meeting and poll
taken subsequently to any meeting until such time as it is revoked by
notice to the Company, but:
<PAGE>
21
70.1 the appointment of a standing proxy or representative shall be deemed
to be suspended at any meeting or poll taken subsequently to any
meeting at which the Shareholder is present or in respect of which the
Shareholder has specifically appointed another proxy or representative;
and
70.2 the Board may from time to time require such evidence as it deems
necessary as to the due execution and continuing validity of the
appointment of any standing proxy or representative and, if it does so,
the appointment of the standing proxy or representative shall be deemed
to be suspended until such time as the Board determines that it has
received the required evidence or other evidence satisfactory to it.
71.1 A proxy may be appointed by an instrument in writing in any common form
or in such other form as the Board may approve, such instrument being
executed under the hand of the appointor or of his attorney or agent
authorised by him in writing or, if the appointor is a corporation,
either under its seal or under the hand of an officer, attorney or
other person authorised to sign the same. A proxy may also be appointed
in such other manner as the Board may from time to time approve.
71.2 Any instrument or other form of communication appointing or evidencing
the appointment of a proxy or a corporate representative (other than a
standing proxy or representative), together with such evidence as to
its due execution as the Board may from time to time require, shall be
delivered to the Registered Office (or to such other place or places as
may be specified in the notice convening the meeting or in any notice
of an adjourned meeting or, in either case, in any other information
sent to Shareholders by or on behalf of the Board in relation to the
meeting or adjourned meeting) by such time or times as may be specified
in the notice of meeting or adjourned meeting or in any such other
information (which times may differ when more than one place is so
specified) or, if no such time is specified, at any time prior to the
holding of the relevant meeting or adjourned meeting at which the
appointee proposes to vote or, in the case of a poll taken subsequently
to the date of a meeting or adjourned meeting, before the time
appointed for the taking of the poll, and in default (but subject to
Bye-Law 75) the appointment shall not be treated as valid.
71.3 Subject to Bye-Law 75, an instrument or other form of communication
appointing or evidencing the appointment of a standing proxy or
representative shall not be treated as valid until 24 hours after the
time at which it, together with such evidence as to its due execution
as the Board may from time to time require, is delivered to the
Registered Office (or to such other place or places as the Board may
from time to time specify for the purpose).
71.4 If the terms of appointment of a proxy include a power of substitution,
any proxy appointed by substitution under such power shall be deemed to
be the proxy of the Shareholder who conferred such power. All the
provisions of these Bye-Laws relating to the execution and delivery of
an instrument or other form of communication appointing or evidencing
the appointment of a proxy shall apply, mutatis mutandis, to the
instrument or other form of communication effecting or evidencing such
an appointment by substitution.
<PAGE>
22
72. The appointment of a proxy, whether a standing proxy or a proxy
relating to a particular meeting or poll taken subsequent to a meeting,
shall be deemed, unless the contrary is stated, to confer authority to
demand or join in demanding a poll and to vote on any amendment of a
resolution and on any other resolution put to a meeting for which it is
valid in such manner as the proxy thinks fit.
73. A vote given by proxy, whether a standing proxy or a proxy relating to
a particular meeting or poll taken subsequent to a meeting, shall be
valid notwithstanding the previous death or insanity of the principal,
or revocation of the appointment of the proxy or of the authority under
which it was executed, unless notice of such death, insanity or
revocation was received by the Company at the Registered Office (or at
any other place as may be specified for the delivery of instruments or
other forms of communication appointing or evidencing the appointment
of proxies in the notice convening the meeting or in any other
information sent to Shareholders by or on behalf of the Board in
relation to the meeting) at least one hour before the commencement of
the meeting or adjourned meeting or the taking of the poll at which the
vote is given or by such later time as the Board may decide, either
generally or in any particular case.
74. Notwithstanding the preceding provisions of these Bye-Laws, the Board
may decide, either generally or in any particular case, to treat an
instrument or other form of communication appointing or evidencing the
appointment of a proxy or a corporate representative as properly
delivered for the purposes of these Bye-Laws if a copy or facsimile
image of the instrument is sent by electronic means to the Registered
Office (or to such place as may be specified in the notice convening
the meeting or in any notice of any adjournment or, in either case, in
any other information sent by or on behalf of the Board in relation to
the meeting or adjourned meeting).
75. Subject to the Companies Acts, the Board may also at its discretion
waive any of the provisions of these Bye-Laws relating to the execution
and deposit of an instrument or other form of communication appointing
or evidencing the appointment of a proxy or a corporate representative
or any ancillary matter (including, but without limitation, any
requirement for the production or delivery of any instrument or other
communication to any particular place or by any particular time or in
any particular way) and, in any case in which it considers it
appropriate, may accept such verbal or other assurances as it thinks
fit as to the right of any person to attend and vote on behalf of any
Shareholder at any general meeting.
AMALGAMATIONS
76. Any amalgamation of the Company and another company shall require the
approval of (i) the Board by a resolution passed with the approval of a
majority of those Directors then in office and eligible to vote on that
resolution and (ii) a Resolution passed by a majority of all the votes
capable of being cast by holders of shares (whether or not of the same
class), in addition to any other sanction required by the Companies
Acts in respect of any variation of the rights of any class of
Shareholders.
<PAGE>
23
APPOINTMENT AND REMOVAL OF DIRECTORS
77.1 The number or maximum number of Directors may be determined by the
Company by Resolution but shall not in any event exceed 15 and shall be
not less than 3.
77.2 Subject to Bye-law 77.4, the Directors shall be individuals appointed
as follows:
77.2.1 the Company by Resolution at the annual general meeting in
each year or at any special general meeting called for the
purpose may appoint any eligible person as a Director (but not
so as to exceed the maximum number of Directors permitted by
these Bye-Laws);
77.2.2 if so authorised by the Company by Resolution at any general
meeting, the Board may, by a resolution passed with the
approval of a majority of the Directors then in office,
appoint any persons as additional Directors, up to a number
specified in the Resolution (but not so as to exceed the
maximum number of Directors permitted by these Bye-Laws);
77.2.3 so long as there remains in office a sufficient number of
Directors to constitute a quorum of the Board in accordance
with Bye-Law 98.1, the Board may, by a resolution passed with
the approval of a majority of the Directors then in office,
appoint any person as a Director to fill any vacancy occurring
in the Board;
and a Director so appointed shall (unless he is removed from office or
his office is vacated in accordance with these Bye-Laws) hold office
until the next annual general meeting of the Company after his
appointment, when he shall retire. Each of the Directors in office at
the date of adoption of these Bye-laws shall (unless he is removed from
office or his office is vacated in accordance with these Bye-laws) hold
office until the next following annual general meeting of the Company.
77.3 A Director retiring at an annual general meeting shall be eligible for
re- appointment and shall retain office until the close of the meeting
at which he retires or (if earlier) until a resolution is passed at
that meeting not to fill the vacancy, or to appoint another person in
his place, or the resolution to re-appoint him is put to a vote at the
meeting and lost.
77.4 If at any annual general meeting at which a Director retires the
Company does not fill the office vacated by such Director, the retiring
Director, if willing to act, shall be deemed to be re-appointed, unless
at the meeting a Resolution is passed not to fill the vacancy, or to
reduce the number of Directors consequent upon his retirement, or to
appoint another person in his place, or unless the Resolution to re-
appoint him is put to a vote at the meeting and lost.
78.1 No person shall be eligible for appointment as a Director at any
general meeting unless:
78.1.1 he has been recommended for appointment by the Board in the
notice of the meeting or in any other document sent to
Shareholders by or on behalf of the Board in relation to the
meeting; or
<PAGE>
24
78.1.2 in the case of an annual general meeting, he is a Director
whose term of office is expiring at that meeting, or he has
been nominated for election as a Director in accordance with
Bye-Law 78.2.
A Director need not be a Shareholder.
78.2 Any Shareholder may nominate a person for election as a Director at an
annual general meeting or at a special general meeting called for the
purpose by giving to the Secretary at the Registered Office a written
notice of nomination containing the information required by Bye-Law
78.3. To be valid, such a notice of nomination must be received:
78.2.1 in the case of a person nominated for election at an annual
general meeting, not less than 60 days nor more than 180 days
prior to the scheduled date of that meeting or, if at the time
the notice of nomination is given the date of that meeting is
not known, the anniversary of the previous year's annual
general meeting; or
78.2.2 in the case of a person nominated for election at a special
general meeting, within 10 days after the date on which the
Company first publicly announces that such Special General
Meeting is to be called for the purpose of electing Directors.
78.3 A notice of nomination shall:
78.3.1 specify the meeting at which the person nominated is proposed
for election as a Director;
78.3.2 contain all such information relating to the nominee as is
required in solicitations of proxies for the election of
Directors or as may be otherwise required pursuant to Section
14 of, and Schedule 14A under, the United States Securities
Exchange Act of 1934;
78.3.3 state the names and addresses, as they appear in the Register,
of the Shareholder(s) giving the notice and the class and
number of shares which are held by such Shareholder(s) at the
date of the notice and be signed by such Shareholder(s); and
78.3.4 be accompanied by the written consent of the nominee to his
being named in a proxy statement as a nominee and to serving
as a Director, if elected.
79.1 A Director may be removed from office by Resolution passed at a special
general meeting called for the purpose and any vacancy created by such
removal may be filled at the meeting by the election of another
eligible person as a Director in his place or, in the absence of any
such election, by the Board.
79.2 Notice of any special general meeting called for the purpose of
removing a Director shall be served upon the Director concerned not
less than 14 clear days before the meeting.
<PAGE>
25
79.3 A Director may also be removed from office by service on him of a
notice in writing to that effect signed by not less than 80 per cent.
in number of the Directors then in office. Such a notice may be
contained in one document or in several documents in like form each
signed by one or more of the Directors, but no such notice may be
signed by an Alternate Director on behalf of his appointor.
80. Any removal from office of a Director shall be without prejudice to any
claim for damages that such Director may have against the Company or
the Company may have against such Director for any breach of any
contract of service between him and the Company which may be involved
in such removal.
RESIGNATION AND DISQUALIFICATION OF DIRECTORS
81. In addition to those circumstances in which a Director may be removed
from office pursuant to these Bye-Laws, the office of a Director shall
be vacated:
81.1 if he resigns his office, on the date on which notice of his
resignation is delivered to the Registered Office or tendered at a
meeting of the Board or on such later date as may be specified in such
notice; or
81.2 if he becomes of unsound mind or a patient for any purpose of any
statute or applicable law relating to mental health, on the date on
which the Board resolves that his office is vacated; or
81.3 on his becoming bankrupt; or
81.4 on his being prohibited by law from being a Director; or
81.5 on his ceasing to be a Director by virtue of any provision of the
Companies Acts.
ALTERNATE DIRECTORS
82.1 Any Director may appoint any other person who is willing to act as his
alternate director and may remove him from that office. An alternate
director may also be a Director in his own right and may act as
alternate to more than one Director. The appointment of an alternate
director who is not a Director in his own right shall be subject to the
approval of a majority of the Directors or a resolution of the Board.
An alternate director need not be a Shareholder.
82.2 Any appointment or removal of an alternate director shall be effective
on the appointor giving notice of such appointment or removal, signed
by the appointor, to the Company at the Registered Office or to a
meeting of the Board (or on such later date as may be specified in such
notice). Any person appointed as an alternate director shall vacate his
office as Alternate Director if the Director by whom he has been
appointed vacates his office as a Director (otherwise than by
retirement at a general meeting of the Company at which he is
re-appointed) or removes him by notice to the Company or, in the case
of an alternate director who is not a Director in his own right, if the
Board so resolves.
<PAGE>
26
83. An alternate director shall be entitled to receive notice of all
meetings of the Board and of all meetings of any committee of the Board
of which the Director appointing him is a member, to attend, be counted
in the quorum and vote at any such meeting at which any Director to
whom he is alternate is not personally present and, except as expressly
provided to the contrary in these Bye-Laws, generally to perform all
the functions of any Director to whom he is alternate in his absence.
Every person acting as an alternate director shall have one vote for
each Director for whom he acts as alternate (in addition to his own
vote if he is also a Director). The signature or approval of an
alternate director to or of any resolution in writing of the Board or a
committee of the Board shall, unless the terms of his appointment
notified to the Company provide to the contrary, be as effective as the
signature or approval of the Director or Directors to whom he is
alternate.
84. A person acting as an alternate director shall (except as regards
powers to appoint an alternate and remuneration) be subject in all
respects to the provisions of these Bye-Laws relating to Directors and
shall alone be responsible to the Company for his acts and defaults and
shall not be deemed to be the agent of or for any Director for whom he
is alternate. An alternate director who is not a Director in his own
right shall only be deemed to be a director of the Company for the
purposes of the Companies Acts when performing the functions of his
appointor. An alternate director may be paid expenses to the same
extent as if he were a Director.
DIRECTORS' REMUNERATION AND EXPENSES
85.1 Each Director shall be entitled to receive such fees for his services
as a Director, if any, as the Board may from time to time determine.
Each Director shall be paid all expenses properly and reasonably
incurred by him in the conduct of the Company's business or in the
discharge of his duties as a Director, including (but without
limitation) his reasonable travelling, hotel and incidental expenses in
attending and returning from meetings of the Board or any committee of
the Board or general meetings.
85.2 Any Director who serves on any committee of the Board or who performs
services which in the opinion of the Board go beyond the ordinary
duties of a Director may be paid such extra remuneration (whether by
way of salary, commission, participation in profits or otherwise) as
the Board may determine, and such extra remuneration shall be in
addition to any remuneration or other amounts payable to a Director
pursuant to any other Bye-Law.
85.3 The Board may from time to time determine that, subject to the
requirements of the Companies Acts, all or part of any fees or other
remuneration payable to any Director or other Officer of the Company
shall be provided in the form of shares or other securities of the
Company or any subsidiary of the Company, or options or rights to
acquire such shares or other securities, on such terms as the Board may
decide.
DIRECTORS' INTERESTS
86.1 A Director may hold any other office or place of profit with the
Company (except that of auditor) in addition to his office of Director
for such period and upon such terms as the Board may determine and may
be paid such extra remuneration for so doing
<PAGE>
27
(whether by way of salary, commission, participation in profits or
otherwise) as the Board may determine, in addition to any remuneration
or other amounts payable to a Director pursuant to any other Bye-Law.
86.2 A Director may act by himself or his firm in a professional capacity
for the Company (otherwise than as auditor) and he or his firm shall be
entitled to remuneration for professional services as if he were not a
Director.
86.3 Subject to the Companies Acts, a Director notwithstanding his office
(i) may be a party to, or otherwise interested in, any transaction or
arrangement with the Company or in which the Company is otherwise
interested and (ii) may be a director or other officer of, or employed
by, or a party to any transaction or arrangement with, or otherwise
interested in, any company or other person promoted by the Company or
in which the Company is interested. The Board may also cause the voting
power conferred by the shares in any other company or other person held
or owned by the Company to be exercised in such manner in all respects
as it thinks fit, including the exercise in favour of any resolution
appointing the Directors or any of them to be directors or officers of
such other company or person or voting or providing for the payment of
remuneration to any such Directors as the directors or officers of such
other company or person.
86.4 A Director who is in any way, whether directly or indirectly, to his
knowledge interested in a contract with the Company or any of its
subsidiaries shall declare the nature of his interest at the first
opportunity at a meeting of the Board at which the question of entering
into the contract is first taken into consideration, if he knows his
interest then exists, or in any other case at the first meeting of the
Board after he knows that he is or has become so interested.
86.5 Subject to the Companies Acts and any further disclosure required
thereby, a general notice to the Directors by a Director or other
Officer declaring that he is a director or officer of or has an
interest in a person and is to be regarded as interested in any
transaction or arrangement made with that person shall be a sufficient
declaration of interest in relation to any transaction or arrangement
so made.
86.6 So long as, where it is necessary, he declares the nature of his
interest, a Director shall not by reason of his office be accountable
to the Company for any benefit which he derives from any office or
employment to which these Bye-Laws allow him to be appointed or from
any transaction or arrangement in which these Bye-Laws allow him to be
interested, and no such transaction or arrangement shall be liable to
be avoided on the ground of any such interest or benefit.
POWERS OF THE BOARD
87. Subject to the provisions of the Companies Acts and these Bye-Laws, the
Board shall manage the business and affairs of the Company and may
exercise all the powers of the Company. No alteration of these Bye-Laws
shall invalidate any prior act of the Board which would have been valid
if that alteration had not been made. The powers given by this Bye-Law
shall not be limited by any special power given to the Board by these
Bye-Laws and, except as otherwise expressly provided in these Bye-Laws,
a meeting of the Board at which a quorum is present shall be competent
to exercise all
<PAGE>
28
the powers, authorities and discretions for the time being vested in or
exercisable by the Board.
88. The Board may exercise all the powers of the Company to borrow money
and to mortgage or charge all or any part of the undertaking, property
and assets (present and future) and uncalled capital of the Company and
to issue debentures and other securities, whether outright or as
collateral security for any debt, liability or obligation of the
Company or of any other person.
89. All cheques, promissory notes, drafts, bills of exchange and other
instruments, whether negotiable or transferable or not, and all
receipts for money paid to the Company shall be signed, drawn,
accepted, endorsed or otherwise executed, as the case may be, in such
manner as the Board shall from time to time determine.
90. The Board may exercise all the powers of the Company to grant or
procure the grant or provision of benefits, including pensions,
annuities or other allowances, to or for any person, including any
Director or former Director, who has held any executive office or
employment with, or whose services have directly or indirectly been of
benefit to, the Company or any company which is or has been a
subsidiary of the Company or otherwise associated with any of them or a
predecessor in business of the Company or of any such other company,
and to or for any relation or dependant of any such person, and to
contribute to any fund and pay premiums for the purchase or provision
of any such benefit, or for the insurance of any such person.
91. The Board may from time to time appoint one or more of its body to hold
any executive office with the Company for such period and on such terms
as the Board may determine and may revoke or terminate any such
appointment. Any such revocation or termination shall be without
prejudice to any claim for damages that such Director may have against
the Company or the Company may have against such Director for any
breach of any contract of service between him and the Company which may
be involved in such revocation or termination. Any person so appointed
shall receive such remuneration, if any (whether by way of salary,
commission, participation in profits or otherwise), as the Board may
determine either in addition to or in lieu of his remuneration as a
Director.
DELEGATION OF THE BOARD'S POWERS
92. The Board may by power of attorney or otherwise appoint any person,
whether nominated directly or indirectly by the Board, to be the
attorney or agent of the Company and may delegate to such person any of
the Board's powers, authorities and discretions (with power to
sub-delegate) for such period and subject to such conditions as it may
think fit. The Board may revoke or vary any such appointment or
delegation, but no person dealing in good faith and without notice of
such revocation or variation shall be affected by any such revocation
or variation. Any such power of attorney or other document may contain
such provisions for the protection and convenience of persons dealing
with any such attorney or agent as the Board may think fit.
93. The Board may entrust to and confer upon any Officer any of its powers,
authorities and discretions (with power to sub-delegate) on such terms
and conditions with such
<PAGE>
29
restrictions as it thinks fit and either collaterally with, or to the
exclusion of, its own powers and may from time to time revoke or vary
all or any of such powers, but no person dealing in good faith and
without notice of such revocation or variation shall be affected by any
revocation or variation.
94.1 The Board may delegate any of its powers, authorities and discretions
(with power to sub-delegate) to any committee, consisting of such
person or persons (whether Directors or not) as it thinks fit, provided
that the majority of the members of the committee are Directors. The
Board may make any such delegation on such terms and conditions with
such restrictions as it thinks fit and either collaterally with, or to
the exclusion of, its own powers and may from time to time revoke or
vary such delegation, but no person dealing in good faith and without
notice of such revocation or variation shall be affected by any
revocation or variation. Any committee so formed shall, in the exercise
of the powers, authorities and discretions so delegated, conform to any
regulations which may be imposed on it by the Board. The power to
delegate to a committee extends to all the powers, authorities and
discretions of the Board generally (including, but without limitation,
those conferred by Bye-Law 87) and shall not be limited by the fact
that in certain provisions of these Bye-Laws, but not in others,
express reference is made to a committee or to particular powers,
authorities or discretions being exercised by the Board or by a
committee of the Board.
94.2 The meetings and proceedings of any committee of the Board consisting
of two or more members shall be governed by the provisions contained in
these Bye-Laws for regulating the meetings and proceedings of the Board
so far as they are capable of applying and are not superseded by any
regulations imposed by the Board except that (i) unless otherwise
determined by the Board, the quorum necessary for the transaction of
business at any committee meeting shall be two members and (ii) no
meeting of any committee consisting of two or more members shall be
quorate for the purposes of exercising any of its powers, authorities
and discretions unless a majority of those present are Directors.
PROCEEDINGS OF THE BOARD
95. The Board may meet for the despatch of business, adjourn and otherwise
regulate its meetings as it thinks fit. Except where a greater majority
is required by these Bye-Laws, questions arising at any meeting shall
be determined by a majority of the votes cast. In the case of an
equality of votes the motion shall be deemed to be lost and the
chairman of the meeting shall not be entitled to a second or casting
vote.
96. A meeting of the Board may at any time be summoned by the Chairman or,
if there is no Chairman, by the President, if he is a Director. The
Secretary shall also summon a meeting of the Board on the requisition
of one-third or more in number of the Directors for the time being in
office or, if more than 90 days has elapsed since the last meeting of
the Board, on the requisition of any one Director.
97. Notice of a meeting of the Board shall be deemed to be duly given to a
Director if it is given to him personally or by word of mouth or sent
to him by post, facsimile or other electronic means at his last known
address or any other address given by him to the Company for this
purpose. A Director may waive notice of any meeting either
prospectively or retroactively or at the meeting in question.
<PAGE>
30
98.1 The quorum necessary for the transaction of business at any meeting of
the Board shall be two Directors or a majority of the Directors then in
office, whichever is the higher number, but in determining the majority
of the Directors then in office for the purpose of ascertaining a
quorum for the transaction of any particular business at a meeting
there shall be disregarded any Director who is not permitted to vote on
that business.
98.2 A Director shall not vote (or be counted in the quorum at a meeting) in
respect of any resolution concerning his own appointment (including
fixing or varying its terms), or the termination of his own
appointment, as the holder of any office or place of profit with the
Company or any other company in which the Company is interested but,
where proposals are under consideration concerning the appointment
(including fixing or varying its terms), or the termination of the
appointment, of two or more Directors to offices or places of profit
with the Company or any other company in which the Company is
interested, those proposals may be divided and a separate resolution to
be put in relation to each Director and in that case each of the
Directors concerned shall be entitled to vote (and be counted in the
quorum) in respect of each resolution unless it concerns his own
appointment or the termination of his own appointment.
98.3 Subject to Bye-Law 98.2, a Director who has disclosed his interest in a
contract or arrangement with the Company, or in which the Company is
otherwise interested, may vote (and be counted in the quorum at any
meeting) in respect of any resolution concerning such contract or
arrangement.
98.4 In the case of an alternate director, an interest of his appointor
shall be treated as an interest of the alternate in addition to any
interest which the alternate otherwise has.
98.5 If any question arises at any meeting as to the entitlement of any
Director (other than the chairman of the meeting) to vote and the
question is not resolved by his voluntarily agreeing to abstain from
voting, the question shall be referred to the chairman of the meeting
and his ruling in relation to the Director concerned shall be final and
conclusive except in a case where the nature or extent of the interest
of the Director concerned, so far as known to him, has not been fairly
disclosed. If any question shall arise in respect of the chairman of
the meeting and is not resolved by his voluntarily agreeing to abstain
from voting, the question shall be decided by a resolution of the Board
(for which purpose the chairman shall be counted in the quorum but
shall not vote on the matter) and the resolution shall be final and
conclusive except in a case where the nature or extent of the interest
of the chairman, so far as known to him, has not been fairly disclosed.
98.6 The Resident Representative shall, upon delivering written notice of an
address for the purposes of receiving notice to the Registered Office,
be entitled to receive notice of and to attend and be heard at and to
receive minutes of all meetings of the Board.
98.7 The Company may by Resolution suspend or relax the provisions of this
Bye- Law 98 to any extent or ratify any transaction not duly authorised
by reason of a contravention of it.
<PAGE>
31
99. So long as at least two Directors remain in office, the continuing
Directors may act notwithstanding any vacancy in the Board, but, if
less than two Directors remain in office, the sole continuing Director
may act only for the purposes of calling a general meeting for such
purposes as he thinks fit and of nominating a person or persons for
appointment to the Board.
100. The chairman of the Board or, in his absence, any Director holding the
office of president shall preside as chairman at every meeting of the
Board. If there is no such chairman or president, or if at any meeting
the chairman or the president is not present within 15 minutes after
the time appointed for holding the meeting or is not willing to act as
chairman, the Directors present may choose one of their number to be
chairman of the meeting.
101. A resolution in writing signed or approved by all the Directors shall
be as valid and effectual as a resolution passed at a meeting of the
Board duly called and constituted. Such a resolution may be contained
in one document or in several documents in like form each signed or
approved by one or more of the Directors.
102. A meeting of the Board may be held by such electronic means as permit
all persons participating in the meeting to communicate with each other
simultaneously and instantaneously, and participation in such a meeting
shall constitute presence in person at such meeting. Such a meeting
will be deemed to take place where the largest group of those
participating in the meeting are physically present together or, if
there is no such group, where the chairman of the meeting then is.
103. All acts done in good faith by the Board or by any committee or by any
person acting as a Director or member of a committee or any person
authorised by the Board or any committee shall, notwithstanding that it
is afterwards discovered that there was some defect in the appointment
of any member of the Board or such committee or person acting as
aforesaid or that they or any of them were disqualified or had vacated
their office, be as valid as if every such person had been duly
appointed and was qualified and had continued to be a Director, member
of such committee or person so authorised.
OFFICERS
104.1 The Company shall have either a chairman and a deputy chairman or a
president and vice-president, as the Board may from time to time
determine, who shall be Directors and shall be elected by the Board. A
person appointed to any such office shall vacate that office if he
vacates his office as a Director (otherwise than by retirement at a
general meeting of the Company at which he is re-appointed).
104.2 The Company may have such other Officers in addition to the Directors
and the Secretary, as the Board may from time to time determine.
Without limiting the foregoing, such other Officers may include a
chairman and deputy chairman (if a president and vice-president are
appointed under Bye- law 104.1) or a president and one or more
vice-presidents (if a chairman and deputy chairman are appointed under
Bye-law 104.1), to the extent that such Officers are not appointed
pursuant to Bye-law 104.1. A person appointed to any such other office
need not be a Director and the same person may hold more than one
office.
<PAGE>
32
104.3 Any person elected or appointed pursuant to this Bye-Law 104 shall hold
office for such period and on such terms as the Board may determine and
the Board may revoke or vary any such election or appointment at any
time by resolution of a majority of the Directors then in office. Any
such revocation or variation shall be without prejudice to any claim
for damages that such Officer may have against the Company or the
Company may have against such Officer for any breach of any contract of
service between him and the Company which may be involved in such
revocation or variation. If any such office becomes vacant for any
reason, the vacancy may be filled by the Board.
104.4 Except as provided in the Companies Acts or these Bye-Laws, the powers
and duties of any Officer elected or appointed pursuant to this Bye-Law
104 shall be such as are determined from time to time by the Board.
MINUTES
105.1 The Board shall cause minutes to be made and books kept for the purpose
of recording all the proceedings at meetings of the Board and of any
committee of the Board and at general meetings of the Company and of
any class of Shareholders of the Company.
105.2 The minutes of general meetings of the Company and of any class of
Shareholders of the Company shall be open to inspection in the manner
prescribed by the Companies Acts between 10:00 a.m. and 12:00 noon (or
between such other times as the Board from time to time determines) on
every working day.
SECRETARY AND RESIDENT REPRESENTATIVE
106. The Secretary and, if required by the Companies Acts, the Resident
Representative shall be appointed by the Board at such remuneration (if
any) and on such terms as it may think fit and any Secretary and
Resident Representative so appointed may be removed by the Board. The
duties of the Secretary and those of the Resident Representative shall
be those prescribed by the Companies Acts, together with such other
duties as shall from time to time be prescribed by the Board.
107. A provision of the Companies Acts or these Bye-Laws requiring or
authorising a thing to be done by or to a Director and the Secretary
shall not be satisfied by its being done by or to the same person
acting both as Director and as, or in the place of, the Secretary.
THE SEAL
108.1 The Seal shall consist of a circular metal device with the name of the
Company around its outer margin and the country and year of
incorporation across its centre. The Company may also have for use in
any territory outside Bermuda one or more additional Seals, each of
which shall be a duplicate of the Seal except, in the case of a Seal
for use in sealing documents creating or evidencing securities issued
by the Company, for the addition on its face of the word "Securities".
<PAGE>
33
108.2 The Board shall provide for the custody of every Seal. A Seal shall
only be used by authority of the Board or of a committee of the Board.
Subject to the Companies Acts and except as provided in Bye-Law 20, any
instrument to which a Seal is affixed shall be signed by an Officer or
by any person who has been authorised by the Board either generally or
specifically to attest to the use of a Seal.
DIVIDENDS AND OTHER PAYMENTS
109. Subject to the Companies Acts, the Board may from time to time declare
cash dividends to be paid to the Shareholders, according to their
respective rights and interests, and may fix the time for the payment
of such dividends.
110. Except insofar as the rights attaching to, or the terms of issue of,
any shares otherwise provide:
110.1 all dividends shall be declared and paid according to the amounts paid
up on the shares in respect of which the dividend is paid, but no
amount paid up on a share in advance of a call may be treated for the
purpose of this Bye-Law 110 as paid up on the share;
110.2 dividends shall be apportioned and paid pro rata according to the
amounts paid up on the shares during any portion or portions of the
period in respect of which the dividend is paid; and
110.3 dividends shall be declared and paid in US dollars, but the Board may
from time to time determine that dividends which may be declared or
become due on shares held by all or some of those Shareholders whose
registered addresses are in a particular territory shall be declared or
paid in a currency other than US dollars and, if it does so, the Board
may fix or otherwise determine the basis of conversion into that other
currency, and payment of that converted amount in that currency shall
be in full satisfaction of the entitlement to such dividend.
111. The Board may deduct from any dividend or other moneys payable to a
Shareholder (either alone or jointly with another) by the Company on or
in respect of any shares all sums of money (if any) due from him
(either alone or jointly with another) to the Company on account of
calls or otherwise in respect of shares of the Company.
112. No dividend or other moneys payable by the Company on or in respect of
any share shall bear interest against the Company, unless the terms of
issue of that share otherwise expressly provide.
113.1 Any dividend or other sum payable in cash to the holder of a share may
be paid by cheque, warrant or other means approved by the Board and, in
the case of a cheque or warrant, may be sent through the post addressed
to the holder at his address in the Register (or, in the case of joint
holders, addressed to the holder whose name stands first in the
Register in respect of the share at his registered address as appearing
in the Register) or addressed to such person at such address as the
holder or joint holders may in writing direct.
<PAGE>
34
113.2 Every such cheque or warrant shall, unless the holder or joint holders
otherwise direct, be made payable to the order of the holder or, in the
case of joint holders, to the order of one or more of the holders and
shall be sent at his or their risk and payment of the cheque or warrant
by the bank on which it is drawn shall constitute a good discharge to
the Company.
113.3 In addition, any dividend or other sum payable to the holder of a share
may be paid by a bank or other funds transfer system or by such other
means as may be approved by the Board and to or through such person as
the holder or joint holders may direct in writing, and the Company
shall have no responsibility for any sums lost or delayed in the course
of any such transfer or when it has acted on any such direction.
113.4 Any one of two or more joint holders may give an effectual receipt for
any dividend or other moneys payable or property distributable in
respect of the shares held by such joint holders.
114.1 If (i) a payment for a dividend or other sum payable in respect of a
share sent by the Company to the person entitled to it in accordance
with these Bye-Laws is left uncashed or is returned to the Company and,
after reasonable enquiries, the Company is unable to establish any new
address or, with respect to a payment to be made by a funds transfer
system, a new account, for that person or (ii) such a payment is left
uncashed or returned to the Company on two consecutive occasions, the
Company shall not be obliged to send any dividends or other sums
payable in respect of that share to that person until he notifies the
Company of an address or, where the payment is to be made by a funds
transfer system, details of the account, to be used for the purpose.
114.2 Any dividend or other distribution in respect of a share which is
unclaimed for a period of 12 years from the date on which it became
payable shall be forfeited and shall revert to the Company. The payment
by the Company of any unclaimed dividend or other distribution payable
on or in respect of a share into a separate account shall not
constitute the Company a trustee in respect of it.
115. The Board may direct payment or satisfaction of any dividend or other
distribution wholly or in part by the distribution of specific assets
and, in particular, of paid up shares or debentures of any other
company; and, where any difficulty arises in regard to such dividend or
distribution, the Board may settle it as it thinks expedient, and in
particular may authorise any person to sell and transfer any fractions,
or may ignore fractions altogether, and may fix the value for
distribution or dividend purposes of any such specific assets, and may
determine that cash payments shall be made to any Shareholders upon the
footing of the values so fixed in order to secure equality of
distribution, and may vest any such specific assets in trustees as may
seem expedient to the Board.
RESERVES
116. The Board may, before declaring any dividend or other distribution, set
aside such sums as it thinks proper as reserves which shall, at the
discretion of the Board, be applicable for any purpose of the Company
and pending such application may, also at such discretion, either be
employed in the business of the Company or be invested in
<PAGE>
35
such manner as the Board may from time to time think fit. The Board may
also without placing the same to reserve carry forward any sums which
it may think it prudent not to distribute.
CAPITALISATION OF RESERVES
117.1 The Board may, at any time and from time to time, resolve that it is
desirable to capitalise all or any part of any amount for the time
being standing to the credit of any reserve or fund which is available
for distribution or to the credit of any share premium account and
accordingly that such amount be set free for distribution amongst the
Shareholders or any class of Shareholders who would be entitled to it
if distributed by way of dividend and in the same proportions, on the
footing that the same is not paid in cash but is applied either in or
towards paying up amounts for the time being unpaid on any shares in
the Company held by such Shareholders respectively or in payment up in
full of unissued shares, debentures or other obligations of the
Company, to be allotted, distributed and credited as fully paid amongst
such Shareholders, or partly in one way and partly in the other;
provided that, for the purpose of this Bye-Law, a share premium account
may be applied only in paying up of unissued shares to be issued to
such Shareholders credited as fully paid and provided further than any
sum standing to the credit of a share premium account may only be
applied in crediting as fully paid shares of the same class as that
from which the relevant share premium was derived.
117.2 Where any difficulty arises in regard to any distribution under this
Bye- Law 117, the Board may settle the same as it thinks expedient and,
in particular, may make such provision as it thinks fit in the case of
securities becoming distributable in fractions (including provision for
the whole or part of the benefit of fractional entitlements to accrue
to the Company) and may authorise any person to sell and transfer any
fractions or may resolve that the distribution should be as nearly as
may be practicable in the correct proportion but not exactly so or may
ignore fractions altogether, and may determine that cash payments
should be made to any Shareholders in lieu of any fractional
entitlements, as may seem expedient to the Board. The Board may appoint
any person to sign on behalf of the persons entitled to participate in
the distribution any contract necessary or desirable for giving effect
to it, and such appointment shall be effective and binding upon the
Shareholders.
118.1 Whenever the Board decides to make a capitalisation issue of shares
under Bye-Law 117 it may, subject to the rights attached to any
particular class of shares, also decide to offer any Shareholder the
right to elect to forego his entitlement to receive additional shares
under such capitalisation issue (or such part of his entitlement as the
Board may determine) and to receive instead a payment in cash (a "cash
option") in accordance with the following provisions of this Bye-Law
118.
118.2 The amount payable under and all other terms of the cash option shall
be decided by the Board, which may fix a limit on the extent to which
an election for the cash option shall be effective (whether by
reference to a part of any Shareholder's total entitlement to
additional shares or to the total number of additional shares in
respect of which all such elections may be made on any occasion).
<PAGE>
36
118.3 The Board shall give notice to the Shareholders of their rights of
election in respect of the cash option and shall specify the procedure
to be followed in order to make an election.
118.4 Payments to those Shareholders who elect to receive cash instead of
their entitlement to further shares under such a capitalisation issue
("cash electors") may be made either (i) out of profits or reserves of
the Company available for the payment of dividends or (ii) out of the
net proceeds of sale of the shares to which the cash electors would
have been entitled under such capitalisation issue but for their
election to receive cash, or partly in one way and partly in the other,
as the Board determines. To the extent that the Board determines that
payment is to be made as in (ii) above, the Board shall be entitled to
sell the additional shares to which the cash electors would have been
entitled, to appoint some person to transfer those shares to the
purchaser who shall not be bound to see to the application of the
purchase money nor shall his title to the shares be affected by any
irregularity or invalidity in the proceedings relating to the sale. The
net proceeds of sale shall be applied in or towards payment of the
amounts due to cash electors in respect of their cash entitlement and,
to the extent that they exceed that entitlement, may be retained by the
Company for its benefit.
118.5 The Board may decide that Shareholders resident in territories where,
in the opinion of the Board, compliance with local laws or regulations
would be unduly onerous if those Shareholders were to receive
additional shares, shall be deemed to have exercised rights of election
to receive cash.
118.6 The Board may determine that any sums due in respect of a cash option
to all or some of those Shareholders whose registered addresses are in
a particular territory shall be paid in a currency other than US
dollars and, if it does so, the Board may fix or otherwise determine
the basis of conversion into the other currency and payment of that
converted amount in that currency shall be in full satisfaction of the
entitlement to such sum.
119.1 The Board may, subject to the rights attached to any particular class
of shares, offer any Shareholder the right to elect to receive further
shares, credited as fully paid, instead of cash in respect of all (or
some part) of any dividend (a "scrip dividend") in accordance with the
following provisions of this Bye-Law 119.
119.2 The basis of allotment of the further shares shall be decided by the
Board so that, as nearly as may be considered convenient, the value of
the further shares, including any fractional entitlement, is equal to
the amount of the cash dividend which would otherwise have been paid.
For these purposes the value of the further shares shall be calculated
in such manner as may be determined by the Board, but the value shall
not in any event be less than the par value of a share.
119.3 The Board shall give notice to the Shareholders of their rights of
election in respect of the scrip dividend and shall specify the
procedure to be followed in order to make an election.
119.4 The dividend or that part of it in respect of which an election for the
scrip dividend is made shall not be paid and instead further shares
shall be allotted in accordance with
<PAGE>
37
elections duly made and the Board shall capitalise a sum equal to not
less than the aggregate par value of, nor more than the aggregate
"value" (as determined under Bye-Law 119.2) of, the shares to be
allotted, as the Board may determine out of such sums available for the
purpose as the Board may consider appropriate.
119.5 The Board may decide that the right to elect for any scrip dividend
shall not be made available to Shareholders resident in any territory
where, in the opinion of the Board, compliance with local laws or
regulations would be unduly onerous.
119.6 The Board may do all acts and things considered necessary or expedient
to give effect to the provisions of a scrip dividend election and the
issue of any shares in accordance with the provisions of this Bye-Law
119, and may make such provisions as it thinks fit for the case of
shares becoming distributable in fractions (including provisions under
which, in whole or in part, the benefit of fractional entitlements
accrues to the Company rather than to the Shareholders concerned).
119.7 The Board may from time to time establish or vary a procedure for
election mandates, under which a holder of shares may, in respect of
any future dividends for which a right of election pursuant to this
Bye-Law 119 is offered, elect to receive further shares in lieu of such
dividend on the terms of such mandate.
RECORD DATES
120.1 Notwithstanding any other provision of these Bye-Laws, the Company by
Resolution or the Board may fix any date as the record date for any
dividend, distribution, allotment or issue and for the purpose of
identifying the persons entitled to receive notices of general meetings
of the Company or of any class of Shareholders or other documents. Any
such record date may be on or at any time before or after any date on
which such dividend, distribution, allotment or issue is declared, paid
or made or such notice or other document is dispatched.
120.2 In relation to any general meeting of the Company or of any class of
Shareholders or to any adjourned meeting or any poll taken subsequently
to the date of a meeting or adjourned meeting of which notice is given,
the Board may specify in the notice of meeting or adjourned meeting or
in any document sent to Shareholders by or on behalf of the Board in
relation to the meeting, a time and date (a "record date") which is not
more than 60 days before the date fixed for the meeting (the "meeting
date") and, notwithstanding any provisions in these Bye-Laws to the
contrary, in any such case:
120.2.1 each person entered in the Register at the record date as a
Shareholder, or a Shareholder of the relevant class, (a
"record date holder") shall be entitled to attend and to vote
at the relevant meeting and to exercise all of the rights or
privileges of a Shareholder, or a Shareholder of the relevant
class, in relation to that meeting in respect of the shares,
or the shares of the relevant class, registered in his name at
the record date;
120.2.2 as regards any shares, or shares of the relevant class, which
are registered in the name of a record date holder at the
record date but are not so registered at the meeting date
("relevant shares"), each holder of
<PAGE>
38
any relevant shares at the meeting date shall be deemed to
have irrevocably appointed that record date holder as his
proxy for the purpose of attending and voting in respect of
those relevant shares at the relevant meeting (with power to
appoint, or to authorise the appointment of, some other person
as proxy), in such manner as the record date holder in his
absolute discretion may determine; and
120.2.3 accordingly, except through his proxy pursuant to Bye-law
120.2.2 above, a holder of relevant shares at the meeting date
shall not be entitled to attend or to vote at the relevant
meeting, or to exercise any of the rights or privileges of a
Shareholder, or a Shareholder of the relevant class, in
respect of the relevant shares at that meeting.
The entry of the name of a person in the Register as a record date
holder shall be sufficient evidence of his appointment as proxy in
respect of any relevant shares for the purposes of this paragraph, but
all the provisions of these Bye-Laws relating to the execution and
deposit of an instrument appointing a proxy or any ancillary matter
(including the Board's powers and discretions relevant to such matters)
shall apply to any instrument appointing any person other than the
record date holder as proxy in respect of any relevant shares.
ACCOUNTING RECORDS
121. The Board shall cause accounting records of the Company to be kept in
accordance with the requirements of the Companies Acts.
122. The records of account shall be kept at the Registered Office or at
such other place or places as the Board thinks fit; provided that, if
the records of account are kept at some place outside Bermuda, there
shall be kept at an office of the Company in Bermuda such records as
are required by the Companies Acts to be so kept. The records of
account shall at all times be open to inspection by the Directors and,
to the extent prescribed by the Companies Acts, by the Resident
Representative. No Shareholder (other than an Officer) shall have any
right to inspect any accounting record or book or document of the
Company except as conferred by law or authorised by the Board or by
Resolution.
123. The Board shall procure that financial statements of the Company are
prepared and audited in respect of each year or other period from time
to time fixed by the Board and that those financial statements are made
available to Shareholders and laid before the Company in general
meeting in accordance with the requirements of the Companies Acts.
AUDITORS
124.1 Auditors shall be appointed and their duties regulated in accordance
with the Companies Acts, any other applicable law and such requirements
not inconsistent with the Companies Acts as the Board may from time to
time determine.
124.2 The auditors shall be entitled to receive notice of, and to attend and
speak at, any general meeting at which financial statements on which
the auditors have reported are
<PAGE>
39
laid before the Company or at which a resolution is to be proposed to
remove them from office.
UNTRACED SHAREHOLDERS
125.1 The Company shall be entitled to sell at the best price reasonably
obtainable at the time of sale the shares of a Shareholder or the
shares to which a person is entitled by transmission if and provided
that:
125.1.1 during a period of 6 years no dividend in respect of those
shares has been claimed and at least three cash dividends have
become payable on the shares in question;
125.1.2 on or after expiry of that period of 6 years the Company has
inserted an advertisement in a newspaper circulating in the
area of the last-registered address at which service of
notices upon the Shareholder or person entitled by
transmission may be effected in accordance with these Bye-Laws
and in a national newspaper published in the relevant country,
giving notice of its intention to sell such shares;
125.1.3 during that period of 6 years and the period of three months
following the publication of such advertisement the Company
has not received any communication from such Shareholder or
person entitled by transmission; and
125.1.4 if so required by the rules of any securities exchange upon
which the shares in question are listed for the time being,
notice has been given to that exchange of the Company's
intention to make such sale.
125.2 The Company's power of sale shall extend to any share which, on or
before the date or first date on which any such advertisement appears,
is issued in right of a share to which Bye-law 125.1 applies.
125.3 To give effect to any such sale the Board may authorise some person to
transfer the shares to the purchaser who shall not be bound to see to
the application of the purchase money nor shall his title to the shares
be affected by any irregularity or invalidity in the proceedings
relating to the sale. The net proceeds of sale shall belong to the
Company which shall be obliged to account to the former Shareholder or
person entitled by transmission for an amount equal to such proceeds
and shall enter the name of such former Shareholder or person entitled
by transmission in the books of the Company as a creditor for such
amount. No trust shall be created in respect of the debt, no interest
shall be payable in respect of the same and the Company shall not be
required to account for any money earned on the net proceeds, which may
be employed in the business of the Company or invested in such
investments as the Board may from time to time think fit.
SERVICE OF NOTICES AND OTHER DOCUMENTS
126.1 Any notice or other document (including a share certificate) may be
served on or delivered to any Shareholder by the Company either
personally or by sending it
<PAGE>
40
through the post (by air mail where applicable) in a pre- paid letter
addressed to such Shareholder at his address as appearing in the
Register or by delivering it to or leaving it at such registered
address. Any notice may also be served on any Shareholder by the
Company by sending it to him by electronic means to such addressee
(including any appropriate identification name or number) as he may
from time to time notify to the Company for this purpose or as the
Companies Acts may permit.
126.2 Any notice or other document which is sent by post shall be deemed to
have been served or delivered on the second day after it was put in the
post and, in proving such service or delivery, it shall be sufficient
to prove that the notice or document was properly addressed, stamped
and put in the post. Any notice or other document not sent by post but
left at a registered address shall be deemed to have been served or
delivered on the day it was so left. Any notice sent by electronic
means during normal business hours on any business day shall be deemed
to have been served on the day on which it is sent and any notice so
sent at any other time shall be deemed to have been served on the next
day which is a normal business day (normal business hours and business
days being ascertained for this purpose by reference to such hours and
days in the place or territory to which the notice is so sent).
127. If at any time by reason of the suspension or curtailment of postal
services within Bermuda or any other territory the Company is unable
effectively to convene a general meeting by notices sent through the
post, a general meeting may be convened by a notice advertised in at
least one national newspaper published in the territory concerned and
such notice shall be deemed to have been duly served on each person
entitled to receive it in that territory on the day, or on the first
day, on which the advertisement appears. In any such case the Company
shall send confirmatory copies of the notice by post if at least five
clear days before the meeting the posting of notices to addresses
throughout that territory again becomes practicable.
128. In the case of joint holders of a share, service or delivery of any
notice or other document on or to one of the joint holders shall for
all purposes be deemed as sufficient service on or delivery to all the
joint holders.
129. In the case of a person entitled by transmission to a share, any notice
or other document shall be served on or delivered to him as if he were
the holder of that share and his address noted in the Register were his
registered address. In any other case, any notice or other document
delivered, sent or given to a Shareholder in any manner permitted by
these Bye-Laws shall, notwithstanding that the Shareholder is then dead
or bankrupt or that any other event has occurred, and whether or not
the Company has notice of the death or bankruptcy or other event, be
deemed to have been duly served or delivered in respect of any share
registered in the name of such Shareholder as sole or joint holder.
130. A Shareholder shall not be entitled to receive any communication from
the Company if two consecutive communications addressed to him, and
properly served under these Bye-laws, have been returned to the Company
undelivered but he shall again become entitled to receive
communications following written notice from him to the Company of a
new or corrected registered address. For the purposes of this Bye-law,
references to a communication include (without limitation) notices of
general meetings and any cheque or other instrument of payment or
attempted payment by a
<PAGE>
41
funds transfer system; but nothing in this Bye-Law shall entitle the
Company to cease sending any cheques, warrants or orders or otherwise
to cease making any payments for dividends or other monies payable in
respect of shares, unless it is so entitled under Bye-Law 114.1.
DESTRUCTION OF DOCUMENTS
131.1 The Board may authorise or arrange the destruction of documents held by
the Company as follows:
131.1.1 at any time after the expiration of six years from the date of
registration, all instruments of transfer of shares and all
other documents transferring or purporting to transfer shares
or representing or purporting to represent the right to be
registered as the holder of shares on the faith of which
entries have been made in the Register;
131.1.2 at any time after the expiration of one year from the date of
cancellation, all registered share certificates which have
been cancelled;
131.1.3 at any time after the expiration of two years from the date of
recording them, all dividend mandates and notifications of
change of address; and
131.1.4 at any time after the expiration of one year from the date of
actual payment, all paid dividend warrants and cheques.
131.2 It shall conclusively be presumed in favour of the Company that:
131.2.1 every entry in the register purporting to have been made on
the basis of an instrument of transfer or other document so
destroyed was duly and properly made;
131.2.2 every instrument of transfer so destroyed was a valid and
effective instrument duly and properly registered;
131.2.3 every share certificate so destroyed was a valid certificate
duly and properly cancelled;
131.2.4 every other document mentioned in Bye-law 131.1 above so
destroyed was a valid and effective document in accordance
with the particulars of it recorded in the books and records
of the Company; and
131.2.5 every paid dividend warrant and cheque so destroyed was duly
paid.
131.3 The provisions of Bye-law 131.2 shall apply only to the destruction of
a document in good faith and without notice of any claim (regardless of
the parties to it) to which the document might be relevant.
<PAGE>
42
131.4 Nothing in this Bye-Law 131 shall be construed as imposing on the
Company or the Board any liability in respect of the destruction of any
document earlier than as stated in Bye-law 131.1 above or in any other
circumstances in which liability would not attach to the Company or the
Board in the absence of this Bye-Law 131.
131.5 References in this Bye-Law 131 to the destruction of any document
include references to its disposal in any manner.
WINDING UP
132. If the Company is wound up, the liquidator may, with the sanction of a
Resolution and any other sanction required by the Companies Acts:
132.1 divide among the Shareholders in specie the whole or any part of the
assets of the Company (whether they consist of property of the same
kind or not) and for such purposes set such value as he deems fair on
any property to be so divided and determine how such division shall be
carried out as between the Shareholders or different classes of
Shareholders; and
132.2 vest the whole or any part of such assets in trustees upon such trusts
for the benefit of the contributories as the liquidator, with the like
sanction, thinks fit, but so that no Shareholder shall be compelled to
accept any shares or other assets upon which there is any liability.
EXEMPTION AND INDEMNIFICATION OF OFFICERS
133.1 Subject always to Bye-law 133.5, no Officer shall be liable for the
acts, receipts, neglects or defaults of any other Officer nor, so long
as he has acted honestly and in good faith with a view to the best
interests of the Company, shall any Officer be liable in respect of any
negligence, default or breach of duty on his own part in relation to
the Company or any subsidiary of the Company, or for any loss,
misfortune or damage which may happen, in or arising out of the actual
or purported execution or discharge of his duties or the exercise or
purported exercise of his powers or otherwise in relation to or in
connection with his duties, powers or office.
133.2 Subject always to Bye-law 133.5, every Officer shall be indemnified out
of the funds of the Company against all liabilities, losses, damages or
expenses (including but not limited to liabilities under contract, tort
and statute or any applicable foreign law or regulation and all
reasonable legal and other costs and expenses properly payable) arising
out of the actual or purported execution or discharge of his duties or
the exercise or purported exercise of his powers or otherwise in
relation to or in connection with his duties, powers or office
(including but not limited to liabilities attaching to him and losses
arising by virtue of any rule of law in respect of any negligence,
default, breach of duty or breach of trust of which he may be guilty in
relation to the Company or any subsidiary of the Company).
133.3 The Board shall have power to purchase and maintain insurances for the
benefit of any persons who are or were at any time Officers or
employees of the Company, or of any other company which is its holding
company or of any other company which is a subsidiary of the Company or
such holding company or in which the Company or
<PAGE>
43
such holding company has any direct or indirect interest, including
(without limitation) insurance against any liability incurred by such
persons in respect of any act or omission in the actual or purported
performance of their duties or powers or offices in relation to the
Company or such other company.
133.4 In this Bye-Law 133 (i) the term "Officer" includes, in addition to the
persons specified in the definition of that term in Bye-Law 1, the
Resident Representative, an alternate director, a member of a committee
constituted under Bye-Law 94 and any person acting as an Officer or
committee member in the reasonable belief that he has been so appointed
or elected, notwithstanding any defect in such appointment or election;
and (ii) where the context so admits, references to an Officer include
the estate and personal representatives of a deceased Officer or any
such other person.
133.5 The provisions for exemption from liability and indemnity contained in
this Bye-Law shall have effect to the fullest extent permitted by law,
but shall not extend to any matter which would render any of them void
pursuant to the Companies Acts.
134.1 To the extent that any person is entitled to claim an indemnity
pursuant to these Bye-Laws in respect of an amount paid or discharged
by him, the relevant indemnity shall take effect as an obligation of
the Company to reimburse the person making such payment or effecting
such discharge.
134.2 The rights to indemnification and reimbursement of expenses provided by
these Bye-Laws are in addition to any other rights to which a person
may be entitled.
ALTERATION OF BYE-LAWS
135. These Bye-Laws may be revoked or amended only by the Board, which may
from time to time revoke or amend them in any way by a resolution of
the Board passed by a majority of the Directors then in office and
eligible to vote on that resolution, but no such revocation or
amendment shall be operative unless and until it is approved at a
subsequent general meeting of the Company by a Resolution approved by
Shareholders holding not less than a majority in nominal amount of the
issued shares of the Company carrying the general right to vote at
general meetings.
