BRITISH VIRGIN ISLANDS - Mossack Fonseca & Co.

Meetings of
directors.
26/2005
Notice of
meeting of
directors.
71
(c) sign a document on behalf of the company, or do any other
thing in his capacity as a director, that relates to the
transaction.
(5) The avoidance of a transaction under subsection (1) does not affect the
title or interest of a person in or to property which that person has
acquired if the property was acquired
(a) from a person other than the company (“the transferor”);
(b) for valuable consideration; and
(c) without knowledge of the circumstances of the transaction
under which the transferor acquired the property from the
company.
Division 4 - Proceedings of Directors and Miscellaneous Provisions
126. (1) Subject to the memorandum or articles of a company, the directors of a
company may meet at such times and in such manner and places within or
outside the Virgin Islands as they may determine to be necessary or
desirable.
(1A) Subject to the memorandum and articles, anyone or more directors may
convene a meeting of directors.
(2) A director shall be deemed to be present at a meeting of directors if
(a) he participates by telephone or other electronic means; and
(b) all directors participating in the meeting are able to hear each
other.
127. (1) Subject to any requirements as to notice in the memorandum or
articles, a director shall be given reasonable notice of a meeting of
directors.
(2) Notwithstanding subsection (1), subject to the memorandum or
articles, a meeting of directors held in contravention of that subsection
is valid if all of the directors, or such majority thereof as may be
specified in the memorandum or articles entitled to vote at the meeting,
have waived the notice of the meeting; and, for this purpose, the
presence of a director at the meeting shall be deemed to constitute
waiver on his part.
AE/ET/Pub./bg/03.2007