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THE COMPANIES ACT
Chapter 250 of the Laws of Belize, 2000
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ARTICLES OF ASSOCIATION
OF
PLACENCIA HUMANE SOCIETY
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Number of Members
1. The Association, for
the purpose of registration, is declared to consist of five hundred
members.
2. The directors hereinafter mentioned may, whenever the business of
the Association requires it, register an increase of members.
Definition of
Members
3. Every person shall be
deemed to have agreed to become a member of the Association who
promises to uphold and pursue the Association's objects.
General Meetings
4. The first general
meeting shall be held at such time, not being less than one month nor
more than three months after the incorporation of the Association, and
at such place as the directors may determine.
5. A general meeting shall be held once in every year at such time
(not being more than fifteen months after the holding of the last
preceding general meeting) and places as may be prescribed by the
Association in general meeting, or, in default, at such time in the
month following that in which the anniversary of the Association's
incorporation occurs, and at such place as the directors shall
appoint. In default of a general meeting being so held, a general
meeting shall be held in the month next following, and may be convened
by any two members in the same manner as nearly as possible as that in
which meetings are to be convened by the directors.
6. The above-mentioned general meetings shall be called ordinary
meetings; all other general meetings shall be called extraordinary.
7. The directors may, whenever they think fit, and shall on a
requisition made in writing by any five or more members, convene an
extraordinary general meeting.
8. Any requisition made by the members must state the object of the
meeting proposed to be called, and must be signed by the
requisitionists and deposited at the registered office of the
Association.
9. On receipt of the requisition the directors shall forthwith proceed
to convene a general meeting; if they do not proceed to cause a
meeting to be held wthin twenty-one days from the date of the
requisition being so deposited, the requisitionists or any other five
members, may themselves convene a meeting.
Proceedings at
General Meetings
10. Seven days' notice
at the least, specifying the place, the day and the hour of meeting
and in case of special business the general nature of the business,
shall be given to the members in manner hereinafter mentioned, or in
such other manner, if any, as may be prescribed by the Association in
general meeting; but the non-receipt of such a notice by any member
shall not invalidate the proceedings at any general meeting.
11. All business shall be deemed special that is transacted at an
extraordinary meeting and all that is transacted at an ordinary
meeting with the exception of the consideration of the accounts,
balance sheets and the ordinary report of the directors and auditors,
the election of directors and other officers in the place of those
retiring by rotation, and the fixing of the remuneration of the
auditors.
12. No business shall be transacted at any meeting except the
declaration of a dividend, unless a quorum of members is present at
the commencement of the business. The quorum shall be ascertained as
follows (that is to say), if the members of the Association at the
time of the meeting do not exceed ten in number, the quorum shall be
five; if they exceed ten there shall be added to the above quorum one
for every five additional members up to fifty, and one for every ten
additional members after fifty; with this limitation, that no quorum
shall in any case exceed thirty.
13. If within one hour from the time appointed for the meeting a
quorum of members is not present the meeting, if convened on the
requisition of the members, shall be dissolved; in any other case it
shall stand adjourned to the same day in the following week at the
same time and place; and if at such adjourned meeting a quorum of
members is not present, it shall be adjourned sine die.
14. The chairman (if any) of the directors shall preside as chairman
at every general meeting of the Association.
15. If there is no such chairman, or if at any meeting he is not
present at the time of holding the same, the members present shall
choose some one of their number to be chairman of that meeting.
16. The chairman may, with the consent of the meeting, adjourn the
meeting from time to time and from place to place, but no business
shall be transacted at any adjourned meeting other than the business
left unfinished at the meeting from which the adjournment took place.
17. At any general meeting, unless a poll is demanded by at least
three members, a declaration by the chairman that a resolution has
been carried and an entry to that effect in the book of proceedings of
the Association, shall be conclusive evidence of the fact, without
proof of the number of proportion of the votes recorded in favour of
or against the resolution.
18. If a poll is demanded in manner aforesaid, the same shall be taken
in such manner as the chairman directs, and the result of the poll
shall be deemed to be the resolution of the meeting at which the poll
was demanded.
Votes of Members
19. Every member shall
have one vote and no more.
20. If any member is a lunatic or idiot he may vote by his committee,
curator bonis, or other legal curator.
21. No member shall be entitled to vote at any meeting unless all
moneys due from him to the Association have been paid.
22. On a poll votes may be given either personally or by proxy. A
proxy shall be appointed in writing under the hand of the appointer,
or if such appointer is a corporation, under its common seal.
23. No person shall act as a proxy unless he is a member, or unless he
is appointed to act at the meeting as proxy for a corporation. The
instrument appointing him shall be deposited at the registered office
of the Association not less than forty-eight hours before the time of
holding the meeting at which he proposes to vote.
24. Any instrument appointing a proxy shall be in the following form:-
PLACENCIA HUMANE SOCIETY
of in the District of
being a member of PLACENCIA HUMANE SOCIETY, hereby appoint of as my
proxy, to vote for me and on my behalf at the [ordinary or
extraordinary, as the case may be] general meeting of the Association
to be held on the day of and at any adjournment thereof.
Signed this day of
Directors
25. The number of the directors shall be nine (9), and the names of
the first directors shall be determined by the subscribers of the
memorandum of association who may appoint additional directors until
election of such directors at a general meeting as provided below.
26. Until directors are appointed the subscribers of the memorandum of
association shall for all the purposes of the Companies Ordinance be
deemed to be directors. Directors may appoint persons to fill any and
all vacancies in the Board of Directors until an election may be held
at the next regularly scheduled General Meeting.
Power of Directors
27. The business of the
Association shall be managed by the directors, who may exercise all
such powers of the Association as are not by the Companies Ordinance,
or by any statutory modification thereof for the time being in force,
or by these articles, required to be exercised by the Association in
general meeting; but no regulation made by the Association in general
meeting shall invalidate any prior act of the directors which would
have been valid if that regulation had not been made.
Election of
Directors
28. The directors shall
be elected annually by the Association in general meeting.
Audit
29. Auditors shall be
appointed and their duties regulated in accordance with sections 111
and 112 of Chapter 206, or any statutory modification thereof for the
time being in force, and for this purpose the said sections shall have
effect as if the word "members" were substituted for "shareholders"
and as if "first general meeting" were substituted for "statutory
meeting".
Notices
30. A notice may be
given by the Association to any member either personally, or by
sending it by post to him to his registered office.
31. Where a notice is sent by post, service of the notice shall be
deemed to be effected by properly addressing, prepaying, and posting a
letter containing the notice, and unless the contrary is proved to
have been effected at the time at which the letter would be delivered
in the ordinary course of post.
Names, Addresses and Description of Subscribers
Pamela Keck, Placencia Village
Stann Creek District
Belize
Mary Ann Kaye, Placencia
Village
Stann Creek District
Belize
Cindy Weller, Placencia
Village
Stann Creek District
Belize
Julie Davis, Placencia
Village
Stann Creek District
Belize
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D A T E D the day of ,
2005.
WITNESS to the above signatures
Signature -
Address -
Occupation -
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