Nevis Business Corporation Ordinance 1984 - Intax Info

of this Part applicable to the original voting trust agreement.
Agreement among shareholders as to voting
72. An agreement between two or more shareholders, if in writing and signed by the parties thereto, may
provide that in exercising any voting rights, the shares held by them shall be voted as therein provided, or as
they may agree, or as determined in accordance with a procedure agreed upon by them.
Conduct of shareholders’ meetings
73.(1) Unless otherwise provided in the bylaws, the board, in advance of any shareholders' meeting, may
appoint one or more inspectors to act at the meeting or any adjournment thereof If inspectors are not so
appointed, the person presiding at a shareholders' meeting may, and on the request of any shareholder entitled to
vote thereat shall, appoint one or more inspectors. In case any person appointed fails to appear or act, the
vacancy may be filled by appointment made by the board in advance of the meeting or at the meeting by the
person presiding thereat. Each inspector, before entering upon the discharge of his duties, shall take an oath
faithfully to execute the duties of inspector at such meetings.
(2) Unless otherwise provided in the bylaws, the inspectors shall determine the number of shares
outstanding and the voting power of each, the shares represented at the meeting, the existence of a quorum, the
validity and effect of proxies, and shall receive votes, ballots, or consents, hear and determine all challenges and
questions arising in connection with the right to vote, count and tabulate all votes, ballots or consents, determine
the results, and do such acts as are proper to conduct the election or vote with fairness to all shareholders
entitled to vote. Unless waived by vote of the shareholders, the inspectors shall make a report in writing of any
challenge, question or matter determined by them and execute a sworn certificate of any fact found by them.
Any report or certificates made by them shall be prima facie evidence of the facts stated and of the vote as
certified by them.
Preemptive rights
74.(1) Except as otherwise provided in the articles of incorporation or in this section, in the event of:
(i)
(ii)
(iii)
The proposed issuance by the corporation of shares, whether or not of the same class
as those previously held, which would adversely affect the voting rights or rights to
current and liquidating dividends of such holders;
The proposed issuance by the corporation of securities convertible into or carrying an
option to purchase shares referred to in subsection (i) of this subsection; or
The granting by the corporation of any options or rights to purchase shares or
securities referred to in subsection (i) or (ii) of this subsection.
the holders of shares of any class shall have the right, during a reasonable time and on reasonable terms to be
determined by the board, to purchase such shares or other securities, as nearly as practicable, in such proportion
as would, if such preemptive right were exercised, preserve the relative rights to current and liquidating
dividends and voting rights of such holders and at a price or prices no less favorable than the price at which such
shares, securities, options or rights are to be offered to other holders. The holders of shares entitled to the
preemptive right, and the number of shares for which they have a preemptive right, shall be determined by
fixing a record date in accordance with section 64 of Part VII of this Ordinance.
(2) Except as otherwise provided in the articles of incorporation, shareholders shall have no preemptive
right to purchase:
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