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BRITISH VIRGIN ISLANDS - Mossack Fonseca & Co.

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26/2005<br />

26/2005<br />

26/2005<br />

65<br />

(a) unless the memorandum or articles provide otherwise, by the<br />

members; or<br />

(b) where permitted by the memorandum or articles, by the<br />

directors.<br />

(3) A director is appointed for such term as may be specified in the<br />

resolution appointing him.<br />

(4) Unless the memorandum or articles of a company provide otherwise,<br />

the directors of a company may appoint one or more directors to fill a<br />

vacancy on the board.<br />

(5) For the purposes of subsection (4),<br />

(a) there is a vacancy on the board if a director dies or otherwise<br />

ceases to hold office as a director prior to the expiration of his<br />

term of office; and<br />

(b) the directors may not appoint a director for a term exceeding<br />

the term that remained when the person who has ceased to be<br />

a director left or otherwise ceased to hold office.<br />

(6) A director holds office until his successor takes office or until his<br />

earlier death, resignation or removal.<br />

(7) Where a company has only one member who is an individual and that<br />

member is also the sole director of the company, notwithstanding<br />

anything contained in the memorandum or articles, that sole<br />

member/director may, by instrument in writing, nominate a person who<br />

is not disqualified from being a director of the company under section<br />

111(1) as a reserve director of the company to act in the place of the<br />

sole director in the event of his death.<br />

(8) The nomination of a person as a reserve director of the company<br />

ceases to have effect if<br />

(a) before the death of the sole member/director who nominated<br />

him,<br />

(i) he resigns as reserve director, or<br />

(ii) the sole member/director revokes the nomination in writing;<br />

or<br />

(b) the sole member/director who nominated him ceases to be the<br />

AE/ET/Pub./bg/03.2007

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