Bye-laws of
Trek Metals Limited
Company number. (Bermuda) 35116
Adopted at a General Meeting on
Clarendon House, 2 Church Street
Hamilton HM 11, Bermuda
conyers.com
TABLE OF CONTENTS
INTERPRETATION 1
1.
DEFINITIONS 1
SHARES 3
2. Power to Issue Shares 3
3. Power of the Company to Purchase its Shares 4
4. Rights Attaching to Shares 4
5. Calls on Shares 6
6. Forfeiture of Shares 6
7. Share Certificates 7
8. Fractional Shares 8
REGISTRATION OF SHARES 8
9. Register of Members 8
10. Registered Holder Absolute Owner 9
11. Transfer of Registered Shares 9
12. Transmission of Registered Shares 10
ALTERATION OF SHARE CAPITAL 11
13. Power to Alter Capital 11
14. Variation of Rights Attaching to Shares 11
DIVIDENDS AND CAPITALISATION 12
15. Dividends 12
16. Power to Set Aside Profits 12
17. Method of Payment 12
18. Capitalisation 13
MEETINGS OF MEMBERS 13
19. Annual General Meetings 13
20. Special General Meetings 13
21. Requisitioned General Meetings 14
22. Notice 14
23. Giving Notice and Access 14
24. Postponement or cancellation of Annual general or special general Meeting 15
25. Electronic Participation and security in Meetings 15
26. Quorum at ANNUAL GENERAL AND SPECIAL General Meetings 16
27. Chairman to Preside at ANNUAL GENERAL AND SPECIAL General Meetings 16
28. Voting on Resolutions 16
29. Power to Demand a Vote on a Poll 17
30. Voting by Joint Holders of Shares 18
31. Instrument of Proxy 18
32. Representation of Corporate Member 19
33. Adjournment of Annual general or special general Meeting 19
34. Written Resolutions 20
35. Directors Attendance at Annual general or special general Meetings 20
DIRECTORS AND OFFICERS 21
36. Election of Directors 21
37. Number of Directors 21
38. ROTATION OF Directors 22
39. Alternate Directors 22
40. Removal of Directors 23
41. Vacancy in the Office of Director 23
42. Remuneration of Directors 24
43. Defect in Appointment 24
44. Directors to Manage Business 24
45. Powers of the Board of Directors 24
46. Register of Directors and Officers 25
47. Appointment of Officers 25
48. Appointment of Secretary 26
49. Duties of Officers 26
50. Remuneration of Officers 26
51. Conflicts of Interest 26
52. Indemnification and Exculpation of Directors and Officers 26
MEETINGS OF THE BOARD OF DIRECTORS 27
53. Board Meetings 27
54. Notice of Board Meetings 27
55. Electronic Participation in Meetings 28
56. Representation of Corporate Director 28
57. Quorum at Board Meetings 28
58. Board to Continue in the Event of Vacancy 28
59. Chairman to Preside 28
60. Written Resolutions 28
61. Validity of Prior Acts of the Board 29
CORPORATE RECORDS 29
62. Minutes 29
63. Place Where Corporate Records Kept 29
64. Form and Use of Seal 29
ACCOUNTS 30
65. Records of Account 30
66. Financial Year End 30
AUDITS 30
67. Annual Audit 30
68. Appointment of Auditor 30
69. Remuneration of Auditor 30
70. Duties of Auditor 31
71. Access to Records 31
72. Financial Statements and the Auditor's Report 31
73. Vacancy in the Office of Auditor 31
BUSINESS COMBINATIONS 31
74.
Business Combinations 31
VOLUNTARY WINDING-UP AND DISSOLUTION 37
75.
Winding-Up 37
CHANGES TO CONSTITUTION 37
76. Changes to Bye-laws 37
77. Discontinuance 37
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Trek Metals Ltd. published this content on 15 February 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 14 February 2021 22:34:01 UTC.