Nevis Business Corporation Ordinance 1984 - Intax Info

following:
(i)
(ii)
In the case of a corporation having cumulative voting, no director may be removed
when the votes cast against his removal would be sufficient to elect him if voted
cumulatively at an election at which the same total number of votes were cast and the
entire board, or the entire class of directors of which he is a member, were then being
elected; and
When by the provisions of the articles of incorporation the holders of the shares of
any class or series, or holders of bonds, voting as a class, are entitled to elect one or
more directors, any director so elected may be removed only by the applicable vote
of the holders of the shares of that class or series, or the holders of such bonds, voting
as a class.
Quorum action by the board
51.(1) Unless a greater proportion is required by the articles of incorporation, a majority of the entire board
present, in person or by proxy, at a meeting duly assembled, shall constitute a quorum for the transaction of
business or of any specified item of business, except that the articles of incorporation or the bylaws shall not
require unanimity and may fix the quorum at less than a majority of the entire board but not less than one-third
thereof.
(2) The vote of the majority of the directors present in person or by proxy at a meeting at which a quorum
is present shall be the act of the board unless the articles of incorporation require the vote of a greater number.
(3) A proxy shall be given in an instrument in writing including a telegram, cable, telex or similar
teletransmission.
(4) Unless otherwise restricted by the articles of incorporation or bylaws, any action required or permitted
to be taken at any meeting of the board of directors or of any committee thereof may be taken without a meeting
if all members of the board or committee, as the case may be, consent thereto in writing and the writing or
writings are filed with the minutes of the proceedings of the board or committee.
(5) Unless restricted by the articles of incorporation or bylaws, members of the board or any committee
thereof may participate in a meeting of such board or committee by means of conference telephone, video, or
similar communication equipment by means of which all persons participating in the meeting can hear each
other, and participation in a meeting pursuant to this section shall constitute presence in person at such meeting.
(6) The articles of incorporation may contain provisions specifying either or both of the following:
(i)
(ii)
That the proportion of directors that shall constitute a quorum for the transaction of
business or of any specified item of business shall be greater than the proportion
prescribed by subsection (1) in the absence of such provision but less than the total
number of directors; and
That the proportion of votes of directors that shall be necessary for the transaction of
business or of any specified item of business shall be greater than the proportion
prescribed by subsection (2) in the absence of such provision but less than the total
number of directors.
(7) An amendment of the articles of incorporation which adds a provision permitted by subsection (6) or
which changes or strikes out such a provision, shall be authorized at a meeting of shareholders by vote of the
holders of two-thirds of all outstanding shares entitled to vote thereon, or of such greater proportion of shares, or
class or series of shares, as may be provided specifically in the articles of incorporation for adding, changing, or
striking out a provision permitted by subsection (6).
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