St. Lucia International Business Companies Act - Lexadin

Saint Lucia International Business Companies Act, 1999 Page 24Number of directors44. The number of directors shall be fixed by the articles and, subject to any limitations in the memorandumor articles, the articles may be amended to change the number of directors.Powers of directors45. The directors have all the powers of an international business company that are not reserved to themembers under this Act or in the memorandum or articles.Emoluments of directors46. Subject to any limitations in the memorandum or articles, the directors may, by a resolution of directors,fix the emoluments of directors in respect of services to be rendered in any capacity to theinternational business company.Committees of directors47. (1) The directors may, by a resolution of directors, designate one or more committees, each consisting ofone or more directors.(2) Subject to any limitations in the memorandum or articles, each committee has such powers andauthority of the directors, including the power and authority to affix the common seal of the internationalbusiness company, as are set forth in the resolution of directors establishing the committee,except that no committee has any power or authority with respect to the matters requiring a resolutionof directors under sections 43 and 53.Meetings of directors48. (1) Subject to any limitations in the memorandum or articles, the directors of an international businesscompany may meet at such times and in such manner and places within or outside Saint Lucia, as thedirectors may determine to be necessary or desirable.(2) A director shall be deemed to be present at a meeting of directors if(a) he or she participates by telephone or other electronic means; and(b) all directors participating in the meeting are able to hear each other.Notice of meetings of directors49. (1) Subject to a requirement in the memorandum or articles to give longer notice, a director shall be givennot less than three days notice of meetings of directors.(2) Notwithstanding subsection (1), subject to any limitations in the memorandum or articles, a meetingof directors of an international business company held in contravention of that subsection is valid if allof the directors, or such majority thereof as may be specified in the memorandum or articles entitled tovote at the meeting, have waived the notice of the meeting, and for this purpose, the presence of adirector at the meeting shall be deemed to constitute a waiver on his or her part.(3) The inadvertent failure to give notice of a meeting to a director, or the fact that a director has not receivedthe notice, does not invalidate the meeting.