{"id":41484,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/bye-laws-aes-china-generating-co-ltd.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"bye-laws-aes-china-generating-co-ltd","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/formation\/bye-laws-aes-china-generating-co-ltd.html","title":{"rendered":"Bye-Laws &#8211; AES China Generating Co. Ltd."},"content":{"rendered":"<pre>\n                                    BYE-LAWS\n\n\n                                       of\n\n\n                          AES CHINA GENERATING CO. LTD.\n\n\n                   (Revised Effective as of the Amalgamation)\n\n\n\n\n\n\n\n                                TABLE OF CONTENTS\n\n\n\nBye-Law                                                                    Page\n\nINTERPRETATION\n1       Interpretation                                                        1\n\nBOARD OF DIRECTORS\n2       Board of Directors                                                    4\n3       Management of the Company                                             4\n4       Power to appoint managing director or \n          chief executive officer                                             5\n5       Power to appoint manager                                              5\n6       Power to authorise specific actions                                   5\n7       Power to appoint attorney                                             5\n8       Power to delegate to a committee                                      5\n9       Power to appoint and dismiss employees \n          and provide benefits                                                6\n10      Power to borrow and charge property                                   6\n11      Power to purchase shares of or \n          discontinue the Company                                             6\n12      Number and election of Directors                                      7\n13      Defects in appointment of Directors                                   7\n14      Alternate Directors                                                   7\n15      Removal of Directors                                                  8\n16      Vacancies on the Board                                                8\n17      Notice of meetings of the Board                                       9\n18      Quorum at meetings of the Board                                       9\n19      Meetings of the Board                                                10\n20      Unanimous written resolutions                                        10\n21      Contracts and disclosure of Directors' interests                     10\n22      Remuneration of Directors                                            12\n\nOFFICERS\n23      Officers of the Company                                              12\n24      Appointment of Officers                                              12\n25      Remuneration of Officers                                             13\n26      Duties of Officers                                                   13\n27      Chairman of meetings                                                 13\n28      Register of Directors and Officers                                   13\n\nMINUTES\n29      Obligations of Board to keep minutes                                 14\n\nINDEMNITY\n30      Indemnification of Directors and Officers \n          of the Company                                                     14\n31      Waiver of claim by Member                                            16\n\nMEETINGS\n32      Notice of annual general meeting                                     17\n33      Notice of special general meeting                                    17\n34      Accidental omission of notice of general meeting                     17\n35      Meeting called on requisition of Members                             18\n36      Short notice                                                         18\n37      Postponement of meetings                                             18\n38      Quorum for general meeting                                           18\n39      Adjournment of meetings                                              19\n40      Attendance at meetings                                               19\n41      Written resolutions                                                  19\n42      Attendance of Directors                                              20\n43      Voting at meetings                                                   20\n44      Voting on show of hands                                              21\n45      Decision of chairman                                                 21\n46      Demand for a poll                                                    21\n47      Joint holders voting                                                 23\n48      Proxies                                                              23\n49      Representation of Members which are not \n          natural persons                                                    24\n\nSHARE CAPITAL AND SHARES\n50      Rights of shares                                                     24\n51      Power to issue shares                                                25\n52      Variation of rights and alteration of \n          share capital                                                      26\n53      Registered holder of shares                                          27\n54      Death of a joint holder                                              28\n55      Share certificates                                                   28\n56      Calls on shares                                                      28\n57      Forfeiture of shares                                                 29\n\nREGISTER OF MEMBERS\n58      Register of Members                                                  29\n59      Inspection of Register of Members                                    30\n60      Determination of record dates                                        31\n\nTRANSFER OF SHARES\n61      Instrument of transfer                                               31\n62      Transfer of Shares                                                   32\n63      Transfers by joint holders                                           32\n\nTRANSMISSION OF SHARES\n64      Representative of deceased Member                                    32\n65      Registration on death or bankruptcy                                  33\n\nDIVIDENDS AND OTHER DISTRIBUTIONS\n66      Declaration of dividends by the Board                                33\n67      Other distributions                                                  33\n68      Reserve fund                                                         34\n69      Deduction of amounts due to the Company                              34\n\nCAPITALIZATION\n70      Issue of bonus shares                                                34\n\nACCOUNTS AND FINANCIAL STATEMENTS\n71      Records of account                                                   34\n72      Financial year end                                                   35\n73      Financial statements                                                 35\n\nAUDIT\n74      Appointment of Auditor                                               36\n75      Remuneration of Auditor                                              36\n76      Vacation of office of Auditor                                        36\n77      Access to books of the Company                                       36\n78      Report of the Auditor                                                36\n\nNOTICES\n79      Notices to Members of the Company                                    37\n80      Notices to joint holders                                             37\n81      Service and delivery of notice                                       37\n\nSEAL OF THE COMPANY\n82      The seal                                                             38\n83      Manner in which seal is to be affixed                                38\n\nWINDING-UP\n84      Winding-up\/distribution by liquidator                                38\n\nALTERATION OF BYE-LAWS\n85      Alteration of Bye-laws                                               39\n\n\n\n\n\n\n\n                                 INTERPRETATION\n\n\n\n1.      Interpretation\n\n         (1)      In these Bye-laws the following words and expressions shall, \nwhere not inconsistent with the context, have the following meanings \nrespectively:-\n\n                  (a)     'Act' means the Companies Act 1981 as amended from \n                          time to time;\n\n                  (b)     'Affiliate' of the Company means a Person which\n                          directly or indirectly through one or more\n                          intermediaries controls, or is controlled by, or is\n                          under common control with the Company, except that the\n                          Company shall not be deemed to control any Person\n                          other than a Subsidiary;\n\n                  (c)     'Alternate Director' means an alternate Director\n                          appointed in accordance with these Bye-laws;\n\n                  (d)     'Assistant Secretary' means the person appointed to\n                          perform any or all of the duties of assistant\n                          secretary of the Company and, in the Secretary's\n                          absence, any or all of the duties of the Secretary;\n\n                  (e)     'Auditor' includes any individual or partnership;\n\n                  (f)     'Board' means the Board of Directors appointed or\n                          elected pursuant to these Bye-laws and acting by\n                          resolution in accordance with the Act and these\n                          Bye-laws or the Directors present at a meeting of\n                          Directors at which there is a quorum;\n\n                  (g)     'Capital Stock' has the meaning defined in Bye-law\n                          50(1);\n\n                 (h)     'Company' means AES China Generating Co. Ltd., an\n                          exempted company formed under the Act;\n\n                  (i)     'control' with respect to any Person means the\n                          possession, directly or indirectly, of the power to\n                          direct or cause the direction of the management and\n                          policies of such Person, whether through the ownership\n                          of voting securities, by contract or otherwise;\n\n                  (j)     'Director' means a director of the Company and shall\n                          include an Alternate Director;\n\n                  (k)     'Member' means any Person registered in the Register\n                          of Members as the holder of shares in the Company and,\n                          in the case of shares registered jointly in the names\n                          of two or more Persons, means such Persons jointly and\n                          not severally;\n\n                  (l)     'notice' means written notice as further defined in\n                          these Bye-laws unless otherwise specifically stated;\n\n                  (m)     'Officer' means any individual appointed by the Board\n                          to hold an office in the Company;\n\n                  (n)     'Person' means any unincorporated organization,\n                          association, company, corporation, individual, sole\n                          proprietorship, partnership, joint venture, trust,\n                          institution, entity, party or government (including\n                          any instrumentality, division, agency, body or\n                          department thereof);\n\n                  (o)     'Register of Directors and Officers' means the\n                          Register of Directors and Officers referred to in\n                          these Bye-laws;\n\n                  (p)     'Register of Members' means the Register of Members\n                          referred to in these Bye-laws;\n\n                  (q)     'Secretary' means the person appointed to perform any\n                          or all the duties of secretary of the Company;\n\n                  (r)     'Subsidiary' of any Person means any corporation or\n                          other entity of which such Person, or such Person and\n                          one or more Subsidiaries, or any one or more\n                          Subsidiaries, directly or indirectly own outstanding\n                          shares of capital stock or other ownership interests\n                          having voting power sufficient to elect, under\n                          ordinary circumstances (not dependent upon the\n                          happening of a contingency), a majority of the\n                          directors or other persons performing similar\n                          functions;\n\n         (2)      In these Bye-laws, where not inconsistent with the context:-\n\n                  (a)     words denoting the plural number include the singular\n                          number and vice versa;\n\n                  (b)     words denoting the masculine gender include the\n                          feminine gender;\n\n                  (c)     the word:-\n\n                          (i)    'may' shall be construed as permissive;\n\n                          (ii)   'shall' shall be construed as imperative;\n\n                  (d)     unless otherwise provided herein words or expressions\n                          defined in the Act shall have the same meaning in\n                          these Bye-laws; and\n\n                  (e)     references to '$' shall be to United States dollars.\n\n         (3)      Expressions referring to writing or written shall, unless the\ncontrary intention appears, include facsimile, printing, lithography,\nphotography and other modes of representing words in a visible form.\n\n         (4)      Headings used in these Bye-laws and the Table of Contents are \nfor convenience only and are not to be used or relied upon in the construction\nhereof.\n\n\n                               BOARD OF DIRECTORS\n\n\n2.       Board of Directors\n\n         The business of the Company shall be managed and conducted by the\nBoard.\n\n3.       Management of the Company\n\n         (1)      In managing the business of the Company, the Board may \nexercise all such powers of the Company as are not, by statute or by these\nBye-laws, required to be exercised by the Company in general meeting subject,\nnevertheless, to these Bye-laws, the provisions of any statute and to such\nregulations as may be prescribed by the Company in general meeting.\n\n         (2)      No regulation or alteration to these Bye-laws made by the \nCompany in general meeting shall invalidate any prior act of the Board which\nwould have been valid if that regulation or alteration had not been made.\n\n         (3)      The Board may procure that the Company pays all expenses \nincurred in promoting and incorporating the Company.\n\n         (4)      Pursuant to the provisions of the Act, the Board shall \nappoint a Secretary who is ordinarily resident in Bermuda and a Resident\nRepresentative who is ordinarily resident in Bermuda, each to maintain all such\nrecords as may be required by law to be maintained in Bermuda, to make all\nnecessary filings with the Ministry of Finance and Registrar of Companies in\nBermuda as may be required by law and to take any other action as may be\nrequired by law. The Board shall not appoint the Secretary of the Company as a\nDirector or the Resident Representative.\n\n4.       Power to appoint managing director or\n         chief executive officer\n\n         The Board may from time to time appoint one or more Directors to the\noffice of managing director or chief executive officer of the Company who \nshall, subject to the control of the Board, supervise and administer all of the\ngeneral business and affairs of the Company.\n\n5.       Power to appoint manager\n\n         The Board may appoint a person to act as manager of the Company's day\nto day business and may entrust to and confer upon such manager such powers and\nduties as it deems appropriate for the transaction or conduct of such business.\n\n6.       Power to authorise specific actions\n\n         The Board may from time to time and at any time authorise any Person\nto act on behalf of the Company for any specific purpose and in connection\ntherewith to execute any agreement, document or instrument on behalf of the\nCompany.\n\n7.       Power to appoint attorney\n\n         The Board may from time to time and at any time by power of attorney\nappoint any Person, whether nominated directly or indirectly by the Board, to be\nan attorney of the Company for such purposes and with such powers, authorities\nand discretions (not exceeding those vested in or exercisable by the Board) and\nfor such period and subject to such conditions as it may think fit. Any such\npower of attorney may contain such provisions for the protection and convenience\nof Persons dealing with any such attorney as the Board may think fit and may\nalso authorise any such attorney to sub-delegate all or any of the powers,\nauthorities and discretions so vested in the attorney. Such attorney may, if so\nauthorised under the seal of the Company, execute any deed or instrument under\nsuch attorney's personal seal with the same effect as the affixation of the seal\nof the Company.\n\n8.       Power to delegate to a committee\n\n         The Board may delegate any of its powers to a committee appointed by\nthe Board and every such committee shall conform to such directions as the Board\nshall impose on them.\n\n9.       Power to appoint and dismiss employees\n         and provide benefits\n\n         (1)      The Board may appoint, suspend or remove any manager, \nsecretary, clerk, agent or employee of the Company and may fix their \nremuneration and determine their duties.\n\n         (2)      The Board on behalf of the Company may provide benefits, \nwhether by the payment of gratuities or pensions or otherwise, for any person\nincluding any Director or former Director who holds or has held any executive\noffice or employment with the Company or with any Person which is or has been a\nSubsidiary or Affiliate of the Company or a predecessor in the business of the\nCompany or of any such Subsidiary or Affiliate, and to any member of his family\nor any person who is or was dependent on him, and may contribute to any fund \nand pay premiums for the purchase or provision of any such gratuity, pension or\nother benefit, or for the insurance of any such person.\n\n         (3)      Without prejudice to the general powers conferred by these\nBye-laws, the Board is hereby authorised to give to any Directors, officers or\nemployees of the Company an interest in any particular business or transaction\nor participation in the profits thereof or in the general profits of the Company\neither in addition to or in substitution for a salary or other remuneration.\n\n10.      Power to borrow and charge property\n\n         The Board may exercise all the powers of the Company to borrow money\nand to mortgage or charge its undertaking, property and uncalled capital, or \nany part thereof, and may issue debentures, debenture stock and other \nsecurities whether outright or as security for any debt, liability or \nobligation of the Company or any third party.\n\n11.      Power to purchase shares of or\n         discontinue the Company\n\n         (1)      Subject to the provisions of Section 42A of the Act, the \nBoard may exercise all the powers of the Company to purchase all or any part of\nits own shares.\n\n         (2)      The Board may exercise all the powers of the Company to\ndiscontinue the Company to a named country or jurisdiction outside Bermuda\npursuant to Section 132G of the Act.\n\n12.      Number and election of Directors\n\n         (1)      The Board shall consist of not less than two Directors or \nsuch number in excess thereof as the Members may from time to time determine,\nPROVIDED THAT the number of Directors shall not be reduced so as to shorten the\nterm of any Director at the time in office.\n\n         (2)      The Board of Directors shall consist of a single class and \nshall be elected thereafter, except in the case of casual vacancy, at the \nannual general meeting or at any special general meeting called for the \npurpose. Directors shall hold office for such term as the Members may determine\nor, in the absence of such determination, until the next annual general meeting\nor until their successors are elected or appointed or their office is otherwise\nvacated, and any general meeting may authorise the Board to fill any vacancy in\ntheir number left unfilled at a general meeting.\n\n         (3)      Any Member may nominate one or more persons for election as \nDirector at a general meeting.\n\n13.      Defects in appointment of Directors\n\n         All acts done bona fide by any meeting of the Board or by a committee\nof the Board or by any person acting as a Director shall, notwithstanding that\nit be afterwards discovered that there was some defect in the appointment of any\nDirector or person acting as aforesaid, or that they or any of them were\ndisqualified, be as valid as if every such person had been duly appointed and\nwas qualified to be a Director.\n\n14.      Alternate Directors\n\n         (1)      Any general meeting of the Company may elect a person or \npersons to act as a Director in the alternative to any one or more of the\nDirectors of the Company or may authorise the Board to appoint such Alternate\nDirectors. Absent specific authorisation of the Members, no Director may \nappoint a person or persons to act as a Director in the alternative to himself\nor herself. Any person so appointed shall have all the rights and powers of the\nDirector or Directors for whom such person is appointed in the alternative\nprovided that such person shall not be counted more than once in determining\nwhether or not a quorum is present.\n\n         (2)      An Alternate Director shall be entitled to receive notice of \nall meetings of the Board and to attend and vote at any such meeting at which a\nDirector for whom such Alternate Director was appointed in the alternative is\nnot personally present and generally to perform at such meeting all the\nfunctions of such Director for whom such Alternate Director was appointed.\n\n         (3)      An Alternate Director shall cease to be such if the Director \nfor whom such Alternate Director was appointed ceases for any reason to be a\nDirector but may be re-appointed by the Board as alternate to the person\nappointed to fill the vacancy in accordance with these Bye-laws.\n\n15.      Removal of Directors\n\n         (1)      Subject to any provision to the contrary in these Bye-laws, \nthe Members may, at any special general meeting convened and held in accordance\nwith these Bye-laws, remove a Director provided that the notice of any such\nmeeting convened for the purpose of removing a Director shall contain a\nstatement of the intention so to do and be served on such Director not less \nthan five days before the meeting and at such meeting such Director shall be\nentitled to be heard on the motion for such Director's removal.\n\n         (2)      A vacancy on the Board created by the removal of a Director \nunder the provisions of subparagraph (1) of this Bye-law may be filled by the\nMembers at the meeting at which such Director is removed and, in the absence of\nsuch election or appointment, the Board may fill the vacancy.\n\n16.      Vacancies on the Board\n\n         (1)      The Board shall have the power from time to time and at any \ntime to appoint any person as a Director to fill a vacancy on the Board\noccurring as the result of the death, disability, disqualification or\nresignation of any Director or the failure of the Members to fill any vacancy\nand to appoint an Alternate Director to any Director so appointed.\n\n         (2)      The Board may act notwithstanding any vacancy in its number \nbut, if and so long as its number is reduced below the number fixed by these\nBye-laws as the quorum necessary for the transaction of business at meetings of\nthe Board, the continuing Directors or Director may act for the purpose of (i)\nsummoning a general meeting of the Company or (ii) preserving the assets of the\nCompany.\n\n         (3)      The office of Director shall be vacated if the Director:-\n\n                  (a)     is removed from office pursuant to these Bye-laws or \n                          is prohibited from being a Director by law;\n\n                  (b)     is or becomes bankrupt or makes any arrangement or\n                          composition with his creditors generally;\n\n                  (c)     is or becomes of unsound mind or dies; or\n\n                  (d)     resigns his or her office by notice in writing to the\n                          Company.\n\n17.      Notice of meetings of the Board\n\n         (1)      The Chairman, Deputy Chairman, or President may, and the\nSecretary or the Assistant Secretary on the requisition of any two Directors\nshall, at any time summon a meeting of the Board upon not less than three days'\nprior notice.\n\n         (2)      Notice of a meeting of the Board shall be deemed to be duly \ngiven to a Director if it is given to such Director verbally in person or by\ntelephone or otherwise communicated or sent to such Director by post, cable,\ntelex, telecopier, facsimile or other mode of representing words in a legible\nand non-transitory form at such Director's last known address or any other\naddress given by such Director to the Company for this purpose.\n\n18.      Quorum at meetings of the Board\n\n         The quorum necessary for the transaction of business at a meeting of\nthe Board shall be two Directors.\n\n19.      Meetings of the Board\n\n         (1)      The Board may meet for the transaction of business, adjourn \nand otherwise regulate its meetings as it sees fit.\n\n         (2)      Directors may participate in any meeting of the Board by means\nof such telephone, electronic or other communication facilities as permit all\npersons participating in the meeting to communicate with each other\nsimultaneously and instantaneously, and participation in such a meeting shall\nconstitute presence in person at such meeting.\n\n         (3)      A resolution put to the vote at a meeting of the Board shall \nbe carried by the affirmative votes of a majority of the votes cast and in the\ncase of an equality of votes the resolution shall fail.\n\n20.      Unanimous written resolutions\n\n         A resolution in writing signed by all the Directors which may be in\ncounterparts, shall be as valid as if it had been passed at a meeting of the\nBoard duly called and constituted, such resolution to be effective on the date\non which the last Director signs the resolution. For the purposes of this\nBye-law only, 'Director' shall not include an Alternate Director.\n\n21.      Contracts and disclosure of Directors' interests\n\n         (1)      Subject to the Act, a Director may hold any other office or \nplace of profit with the Company (except that of Auditor) in addition to serving\nas a Director for such period and upon such terms as the Board may determine,\nand may be paid such extra remuneration therefor (whether by way of salary,\ncommission, participation in profits or otherwise) as the Board may determine,\nand such extra remuneration shall be in addition to any remuneration provided\nfor, by or pursuant to any other Bye-law.\n\n         (2)      Any Director, or any Director's firm, partner or any company \nwith whom any Director is associated, may act in a professional capacity for the\nCompany and such Director or such Director's firm, partner or such company shall\nbe entitled to remuneration for professional services as if such Director were\nnot a Director, provided that nothing herein contained shall authorise a\nDirector or Director's firm, partner or such company to act as Auditor of the\nCompany.\n\n         (3)      A Director may be or become a director or other officer of, or\notherwise interested in, any Person promoted by the Company or any other Person\nin which the Company may be interested. Any Director may be or become directly\nor indirectly interested in a contract or proposed contract or arrangement with\nthe Company, and shall not be liable to account to the Company or the Members\nfor any remuneration, profit or other benefits received by him as a director or\nofficer of or from his interest in such other Person, contract, proposed\ncontract or arrangement. The Board may also cause the voting power conferred by\nthe shares in any other Person held or owned by the Company to be exercised in\nsuch manner in all respects as it thinks fit, including the exercise thereof in\nfavour of any resolution appointing the Directors or any of them to be directors\nor officers of such other Person, or voting or providing for the payment of\nremuneration to the directors or officers of such other Person.\n\n         (4)      A Director who is a director or other officer of, or otherwise\ninterested in, any Person promoted by the Company or any other Person in which\nthe Company is interested or who is directly or indirectly interested in a\ncontract or proposed contract or arrangement with the Company shall declare the\nnature of such interest as required by the Act.\n\n         (5)      Following a declaration being made pursuant to this Bye-law, \nand unless disqualified by the chairman of the relevant Board meeting, a\nDirector may vote in respect of any matter involving a Person of which such\nDirector is a director or other officer or otherwise interested or any contract\nor proposed contract or arrangement in which such Director is interested and may\nbe counted in the quorum at such meeting.\n\n22.      Remuneration of Directors\n\n         The remuneration (if any) of the Directors shall be determined from\ntime to time by the Board and shall be deemed to accrue from day to day. The\nDirectors may also be paid all travel, hotel and other expenses properly\nincurred by them in attending and returning from meetings of the Board, any\ncommittee appointed by the Board, general meetings of the Company, or in\nconnection with the business of the Company or their duties as Directors\ngenerally.\n\n\n                                    OFFICERS\n\n\n23.      Officers of the Company\n\n         The Officers of the Company shall consist of a President and a Vice\nPresident or a Chairman and a Deputy Chairman (who may also use the title of\nVice Chairman), a Secretary, an Assistant Secretary and such additional Officers\nas the Board may from time to time determine (including one or more additional\nVice Presidents) all of whom shall be deemed to be Officers for the purposes of\nthese Bye-laws.\n\n24.      Appointment of Officers\n\n         (1)      The Board shall, after each annual general meeting, appoint a\nPresident and Vice President or a Chairman and Deputy Chairman who shall be\nDirectors.\n\n         (2)      The Secretary, the Assistant Secretary and additional \nOfficers, if any, shall be appointed by the Board from time to time.\n\n         (3)      Any person elected or appointed pursuant to this Bye-law shall\nhold office for such period and upon such terms as the Board may determine and\nthe Board may revoke or terminate any such election or appointment. Any such\nrevocation or termination shall be without prejudice to any claim for damages\nthat such officer may have against the Company or the Company may have against\nsuch officer for any breach of any contract of service between him and the\nCompany which may be involved in such revocation or termination.\n\n25.      Remuneration of Officers\n\n         The Officers shall receive such remuneration as the Board may from\ntime to time determine.\n\n26.      Duties of Officers\n\n         The Officers shall have such powers and perform such duties in the\nmanagement, business and affairs of the Company as may be delegated to them by\nthe Board from time to time.\n\n27.      Chairman of meetings\n\n         Unless otherwise agreed by a majority of those attending and entitled\nto attend and vote thereat, the Chairman, if there be one, and if not the\nPresident, shall act as chairman at all meetings of the Members and of the Board\nat which such person is present. In their absence the Deputy Chairman or Vice\nPresident, if present, shall act as chairman and in the absence of all of them a\nchairman shall be appointed or elected by those present at the meeting and\nentitled to vote.\n\n28.      Register of Directors and Officers\n\n         (1)      The Board shall cause to be kept in one or more books at its\nregistered office a Register of Directors and Officers and shall enter therein\nthe following particulars with respect to each Director and the President, each\nVice-President, the Chairman, and each Deputy Chairman, provided that each such\nperson is a Director, and the Secretary and the Assistant Secretary, that is to\nsay:\n\n                  (a)     first name and surname; and\n\n                  (b)     address.\n\n         (2)      The Board shall, within the period of fourteen days from the \noccurrence of -\n\n                  (a)     any change among its Directors, the President, any\n                          Vice-President, the Chairman, and any Deputy Chairman,\n                          provided that each such person is a Director, and in\n                          the Secretary and the Assistant Secretary; or\n\n                  (b)     any change in the particulars contained in the\n                          Register of Directors and Officers,\n\ncause to be entered on the Register of Directors and Officers the particulars of\nsuch change and the date on which such change occurred.\n\n         (3)      The Register of Directors and Officers shall be open to\ninspection at the registered office of the Company on every business day,\nsubject to such reasonable restrictions as the Board may impose, so that not\nless than two hours in each business day be allowed for inspection.\n\n\n                                     MINUTES\n\n\n29.      Obligations of Board to keep minutes\n\n         The Board shall cause minutes to be duly entered in books provided for \nthe purpose:-\n\n         (a)      of all elections and appointments of Officers;\n\n         (b)      of the names of the Directors present at each meeting of the \n                  Board and of any committee appointed by the Board; and\n\n         (c)      of all resolutions and proceedings of general meetings of the \n                  Members, meetings of the Board, meetings of managers and \n                  meetings of committees appointed by the Board.\n\n\n                                    INDEMNITY\n\n\n30.      Indemnification of Directors and\n         Officers of the Company\n\n         (1)      The Directors, the Secretary, the Assistant Secretary and \nother Officers for the time being of the Company and the liquidator or trustees\n(if any) for the time being acting in relation to any of the affairs of the\nCompany and every one of them (individually, an 'Indemnified Party,' and\ncollectively, the 'Indemnified Parties'), and their heirs, executors and\nadministrators, shall be indemnified and secured harmless out of the assets of\nthe Company to the fullest extent authorised by the laws of Bermuda as the same\nexist or may hereafter be amended (but, in the case of any such amendment, only\nto the extent that such amendment permits the Company to provide broader\nindemnification rights than such laws permitted prior to such amendment) from\nand against all actions, costs, charges, losses, damages and expenses ('Losses')\nwhich the Indemnified Parties or any of them, or their heirs, executors or\nadministrators, shall or may incur or sustain by or by reason of any act done,\nconcurred in or omitted in or about the execution of their duty, or supposed\nduty, or in their respective offices or trusts with respect to the Company or in\nor about the execution of their duty, or supposed duty, or in their respective\noffices or trusts with respect to any other Person for whom any of them acted as\ndirector, secretary or other officer, liquidator, trustee, employee or agent at\nthe request of the Company, and none of them shall be answerable for the acts,\nreceipts, neglects or defaults of the others of them or for joining in any\nreceipts for the sake of conformity, or for any bankers or other Persons with\nwhom any moneys or effects belonging to the Company or any other such Person\nshall or may be lodged or deposited for safe custody, or for insufficiency or\ndeficiency of any security upon which any moneys of or belonging to the Company\nor any other such Person shall be placed out on or invested, or for any other\nloss, misfortune or damage which may happen in the execution of their respective\noffices or trusts, or in relation thereto, PROVIDED THAT, with respect to an\nIndemnified Party, this indemnity shall not extend to any Losses to the extent\nthey arise from or in respect of any fraud or dishonesty of which the\nIndemnified Party may be guilty with respect to the Company.\n\n         (2)      The right to indemnification conferred in this Bye-law 30 is \nand shall be a contract right. The right to indemnification conferred in this\nBye-law 30 shall include the right to be paid by the Company the expenses\n(including attorneys' fees and retainers therefor) reasonably incurred in\nconnection with any proceeding for which indemnity is asserted in advance of its\nfinal disposition, such advances to be paid by the Company within 20 days after\nthe receipt by the Company of a statement or statements from an Indemnified\nParty or his or her heirs, executors or administrators requesting such advance\nor advances from time to time; provided, however, the payment of such expenses\nincurred by an Indemnified Party or his or her heirs, executors or\nadministrators in advance of the final disposition of a proceeding shall be made\nonly upon delivery to the Company of an undertaking by or on behalf of such\nIndemnified Party or his heirs, executors or administrators to repay all amounts\nso advanced if it shall ultimately be determined that such Person is not\nentitled to be indemnified under this Bye-law 30 or otherwise.\n\n         (3)      To obtain indemnification under this Bye-law 30, an \nIndemnified Party or his heirs, executors or administrators shall submit to the\nCompany a written request, including therein or therewith such documentation and\ninformation as is reasonably available to such Person and is reasonably\nnecessary to determine whether and to what extent such Person is entitled to\nindemnification.\n\n         (4)      The Company may maintain insurance, at its expense, to protect\nitself and any Indemnified Party and his or her heirs, executors and\nadministrators from and against any and all Losses, whether or not the Company\nwould have the power to indemnify such person against any such Loss under the\nAct. To the extent that the Company maintains any policy or policies providing\nsuch insurance, each such Indemnified Party and his or her heirs, executors and\nadministrators, and each such employee or agent to which rights to\nindemnification have been granted as provided in paragraph (5) of this Bye-law\n30, shall be covered by such policy or policies in accordance with its or their\nterms to the maximum extent of the coverage thereunder for any such Person.\n\n         (5)      The Company may, to the extent authorized from time to time by\nthe Board, grant rights to indemnification, and rights to be paid by the Company\nthe expenses incurred in connection with any proceeding in advance of its final\ndisposition, to any employee or agent of the Company to the fullest extent of\nthe provisions of this Bye-law 30 with respect to the indemnification and\nadvancement of expenses of the Indemnified Parties.\n\n31.      Waiver of claim by Member\n\n         Each Member agrees to waive any claim or right of action such Member\nmight have, whether individually or by or in the right of the Company, against\nany Director, the Secretary, the Assistant Secretary or other Officer for the\ntime being of the Company or the liquidator or trustees (if any) for the time\nbeing acting in relation to any of the affairs of the Company, and their heirs,\nexecutors and administrators, on account of any act done, concurred in or\nomitted in or about the execution of their duty, or supposed duty or in their\nrespective offices or trusts PROVIDED THAT, with respect to any such person such\nwaiver shall not extend to any matter in respect of any fraud or dishonesty\nwhich may attach to such person.\n\n\n                                    MEETINGS\n\n\n32.      Notice of annual general meeting\n\n         The annual general meeting of the Company shall be held in each year\nother than the year of incorporation at such time and place as the President or\nthe Chairman or, the Deputy Chairman or the Board shall appoint. At least five\ndays' notice of such meeting shall be given to each Member stating the date,\ntime and place at which the meeting is to be held, that the election of\nDirectors will take place thereat, and as far as practicable, the general nature\nof the other business to be conducted at the meeting.\n\n33.      Notice of special general meeting\n\n         The President or the Chairman or the Deputy Chairman or the Board may\nconvene a special general meeting of the Company whenever in their judgment such\na meeting is necessary, upon not less than five days' notice which shall state\nthe date, time and place at which the meeting is to be held and the general\nnature of the business to be considered at the meeting.\n\n34.      Accidental omission of notice of general meeting\n\n         (1)      The accidental omission to give notice of a general meeting \nto, or the non-receipt of notice of a general meeting by, any Person entitled to\nreceive notice shall not invalidate the proceedings, at that meeting.\n\n         (2)      In the case where instruments of proxy are sent out with \nnotice of any general meeting, the accidental omission to send such instrument\nof proxy to, or the non-receipt of such instrument of proxy by, any Person\nentitled to receive notice shall not invalidate the proceedings at that meeting.\n\n35.      Meeting called on requisition of Members\n\n         Notwithstanding anything herein, the Board shall, on the requisition\nof Members holding at the date of the deposit of the requisition not less than\none-tenth of such of the paid-up share capital of the Company as at the date of\nthe deposit that carries the right to vote at general meetings of the Company,\nforthwith proceed to convene a special general meeting of the Company and the\nprovisions of Section 74 of the Act shall apply.\n\n36.      Short notice\n\n           A general meeting of the Company shall, notwithstanding that it is\ncalled by shorter notice than that specified in these Bye-laws, be deemed to\nhave been properly called if it is so agreed by (i) all the Members entitled to\nattend and vote thereat in the case of an annual general meeting; and (ii) by a\nmajority in number of the Members having the right to attend and vote at the\nmeeting, being a majority together holding not less than 95% in nominal value of\nthe shares giving a right to attend and vote thereat in the case of a special\ngeneral meeting.\n\n37.      Postponement of meetings\n\n         The Board may postpone any general meeting called in accordance with\nthe provisions of these Bye-laws (other than a meeting requisitioned under these\nBye-laws) provided that notice of postponement is given to each Member before\nthe time for such meeting. Fresh notice of the date, time and place for the\npostponed meeting shall be given to each Member in accordance with the\nprovisions of these Bye-laws.\n\n38.      Quorum for general meeting\n\n         (1)      At any general meeting of the Company two Persons present in\nperson and representing in person or by proxy in excess of 50% of the total\nissued voting shares in the Company throughout the meeting shall form a quorum\nfor the transaction of business, PROVIDED THAT if the Company shall at any time\nhave only one Member, one Member present in person or by proxy shall form a\nquorum for the transaction of business at any general meeting of the Company\nheld during such time.\n\n         (2)      If within half an hour from the time appointed for the meeting\nany required quorum is not present (or such longer time as the chairman of the\nmeeting may determine to wait) the meeting, if convened on the requisition of a\nMember or Members, shall be dissolved. In any other case, the meeting shall\nstand adjourned to the same day one week later, at the same time and place or to\nsuch other day, time or place as the Board may determine. Notwithstanding the\nforegoing, prior to dissolution or adjournment of any such meeting, the chairman\nof the meeting may permit the transaction of any business by the Company or by\nany class of the Company's shares if the required quorum for the transaction of\nsuch business is present and acting throughout.\n\n39.      Adjournment of meetings\n\n         The chairman of a general meeting may, with the consent of the\nMembers at any general meeting at which a quorum is present (and shall if so\ndirected), adjourn the meeting. Unless the meeting is adjourned to a specific\ndate, time and place, fresh notice of the date, time and place for the\nresumption of the adjourned meeting shall be given to each Member in accordance\nwith the provisions of these Bye-laws.\n\n40.      Attendance at meetings\n\n         If specifically authorised by the Board at any particular meeting,\nMembers may participate in any general meeting by means of such telephone,\nelectronic or other communication facilities as permit all persons participating\nin the meeting to communicate with each other simultaneously and\ninstantaneously, and participation in such a meeting shall constitute presence\nin person at such meeting.\n\n41.      Written resolutions\n\n         (1)      Subject to subparagraph (6), anything which may be done by\nresolution of the Company in general meeting or by resolution of a meeting of\nthe holders of any class of the shares of the Company, may, without a meeting\nand without any previous notice being required, be done by resolution in writing\nsigned by, or, in the case of a Member that is not a natural person whether or\nnot a company within the meaning of the Act, on behalf of, all the Members who\nat the date of the resolution would be entitled to attend the meeting and vote\non the resolution.\n\n         (2)      A resolution in writing may be signed by, or, in the case of a\nMember that is not a natural person whether or not a company within the meaning\nof the Act, on behalf of, all the Members, or any class thereof, in as many\ncounterparts as may be necessary.\n\n         (3)      For the purposes of this Bye-law, the date of the resolution \nis the date when the resolution is signed by, or, in the case of a Member that\nis not a natural person whether or not a company within the meaning of the Act,\non behalf of, the last Member to sign and any reference in any Bye-law to the\ndate of passing of a resolution is, in relation to a resolution made in\naccordance with this Bye-law, a reference to such date.\n\n         (4)      A resolution in writing made in accordance with this Bye-law \nis as valid as if it had been passed by the Company in general meeting or by a\nmeeting of the holders of the relevant class of shares of the Company, as the\ncase may be, and any reference in any Bye-law to a meeting at which a resolution\nis passed or to Members voting in favour of a resolution shall be construed\naccordingly.\n\n         (5)      A resolution in writing made in accordance with this Bye-law\nshall constitute minutes for the purposes of Sections 81 and 82 of the Act.\n\n         (6)      This Bye-law shall not apply to:-\n\n                  (a)     a resolution passed pursuant to Section 89(5) of the \n                          Act; or\n\n                  (b)     a resolution passed for the purpose of removing a \n                          Director before the expiration of his term of office \n                          under these Bye-laws.\n\n42.      Attendance of Directors\n\n         The Directors of the Company shall be entitled to receive notice of\nand to attend and be heard at any general meeting.\n\n43.      Voting at meetings\n\n        (1)       Notwithstanding any provision of the Act to the contrary and\n  subject to the provisions of these Bye-laws, any question proposed for the\n  consideration of the Members at any general meeting shall be decided by the\n  affirmative votes of a majority of the votes cast in accordance with the\n  provisions of these Bye-laws and in the case of an equality of votes the\n  question shall fail.\n\n         (2)      No Member shall be entitled to vote at any general meeting \nunless such Member has paid all the calls on all shares held by such Member.\n\n         (3)      A Member who is a patient for any purpose of any statute or\napplicable law relating to mental health or in respect of whom an order has been\nmade by any court having jurisdiction for the protection or management of the\naffairs of persons incapable of managing their own affairs may vote, whether on\na show of hands or on a poll, by his receiver, committee, curator bonis or other\nPerson in the nature of a receiver, committee or curator bonis appointed by such\ncourt and such receiver, committee, curator bonis or other Person may vote on a\npoll by proxy, and may otherwise act and be treated as such Member for the\npurpose of general meetings.\n\n44.      Voting on show of hands\n\n           At any general meeting a resolution put to the vote of the meeting\nshall, in the first instance, be voted upon by a show of hands and, subject to\nany rights or restrictions for the time being lawfully attached to any class of\nshares and subject to the provisions of these Bye-laws, every Member present in\nperson and every Person holding a valid proxy at such meeting shall be entitled\nto one vote and shall cast such vote by raising his or her hand.\n\n45.        Decision of chairman\n\n         At any general meeting a declaration by the chairman of the meeting\nthat a question proposed for consideration has, on a show of hands, been\ncarried, or carried unanimously, or by a particular majority, or lost, and an\nentry to that effect in a book containing the minutes of the proceedings of the\nCompany shall, subject to the provisions of these Bye-laws, be conclusive\nevidence of that fact.\n\n46.      Demand for a poll\n\n         (1)      Notwithstanding the provisions of the immediately preceding \ntwo Bye-laws, at any general meeting of the Company, in respect of any question\nproposed for the consideration of the Members (whether before or on the\ndeclaration of the result of a show of hands as provided for in these Bye-laws),\na poll may be demanded by any of the following Persons:-\n\n                  (a)     the chairman of such meeting; or\n\n                  (b)     at least three Members present in person or\n                          represented by proxy; or\n\n                  (c)     any Member or Members present in person or represented\n                          by proxy and holding between them not less than\n                          one-tenth of the total voting rights of all the\n                          Members having the right to vote at such meeting; or\n\n                  (d)     any Member or Members present in person or represented\n                          by proxy holding shares in the Company conferring the\n                          right to vote at such meeting, being shares on which\n                          an aggregate sum has been paid up equal to not less\n                          than one-tenth of the total sum paid up on all such\n                          shares conferring such right.\n\n         (2)      Where, in accordance with the provisions of subparagraph (1) \nof this Bye-law, a poll is demanded, subject to any rights or restrictions for\nthe time being lawfully attached to any class of shares, every Person present at\nsuch meeting shall have one vote for each share of which such Person is the\nholder or for which such Person holds a proxy and such vote shall be counted in\nthe manner set out in subparagraph (4) of this Bye-Law or in the case of a\ngeneral meeting at which one or more Members are present by telephone in such\nmanner as the chairman of the meeting may direct and the result of such poll\nshall be deemed to be the resolution of the meeting at which the poll was\ndemanded and shall replace any previous resolution upon the same matter which\nhas been the subject of a show of hands.\n\n         (3)      A poll demanded in accordance with the provisions of \nsubparagraph (1) of this Bye-law, for the purpose of electing a chairman or on a\nquestion of adjournment, shall be taken forthwith and a poll demanded on any\nother question shall be taken in such manner and at such point in the meeting as\nthe chairman may direct and any business other than that upon which a poll has\nbeen demanded may be proceeded with pending the taking of the poll.\n\n         (4)      Where a vote is taken by poll, each Person present and \nentitled to vote shall be furnished with a ballot paper on which such Person\nshall record his or her vote in such manner as shall be determined at the\nmeeting having regard to the nature of the question on which the vote is taken,\nand each ballot paper shall be signed or initialized or otherwise marked so as\nto identify the voter and the registered holder in the case of a proxy. At the\nconclusion of the poll, the ballot papers shall be examined and counted by a\ncommittee of not less than two Members or proxy holders appointed by the\nchairman for the purpose and the result of the poll shall be declared by the\nchairman.\n\n47.      Joint holders voting\n\n         If two or more Persons are registered as joint holders of any shares,\nthe Company shall be entitled to require that all of such persons tender their\nvote jointly if they are voting in person or that all of such Persons execute a\nproxy if they are submitting a proxy.\n\n48.      Proxies\n\n         Any Member of the Company entitled to attend and vote at a meeting of\nthe Company or a meeting of the holders of any class of shares in the Company\nshall be entitled to appoint another Person as his proxy to attend and vote\ninstead of him. A Member may appoint more than one proxy to attend on the same\noccasion. The instrument appointing a proxy shall be in writing in a form\napproved by the Board and under the hand of the appointor or of the appointor's\nattorney duly authorised in writing, or if the appointor is not a natural\nperson, either under its seal, or under the hand of a duly authorised officer or\nattorney. A Member may revoke his proxy prior to its exercise by delivering\nwritten notice of revocation to the Secretary or the Assistant Secretary, by\nexecuting a later dated proxy or by attending the meeting to which the proxy\nrelates and voting in person. The decision of the chairman of any general\nmeeting as to the validity of any instrument of proxy shall be final.\n\n49.      Representation of Members which are\n         not natural persons\n\n         A Member which is not a natural person may, by written instrument,\nauthorise such person as it thinks fit to act as its representative at any\nmeeting of the Members and the person so authorised shall be entitled to\nexercise the same powers on behalf of the Member which such person represents as\nthat Member could exercise if it were a natural person. Notwithstanding the\nforegoing, the chairman of the meeting may accept such assurances as he or she\nthinks fit as to the right of any person to attend and vote at general meetings\non behalf of a Member which is not a natural person.\n\n\n                            SHARE CAPITAL AND SHARES\n\n\n50.      Rights of shares\n\n         (1)      The authorised share capital of the Company at the date of the\nadoption of these Bye-laws is $1,000,000 comprised of 100,000,000 shares, par\nvalue $.01 per share (the 'Capital Stock').\n\n         (2)      The voting powers, preferences and relative, participating,\noptional and other special rights, and qualifications, limitations and\nrestrictions of the Capital Stock are as follows:\n\n                  (a)     Voting Rights. \n\n                          Except as otherwise provided by law or by these\n                          Bye-laws , the holders of shares of the Capital Stock\n                          shall be entitled to one vote per share.\n\n                  (b)     Dividends.\n\n                          The holders of shares of Capital Stock shall be\n                          entitled to receive, out of assets or funds legally\n                          available therefor, such dividends and distributions,\n                          payable in cash or otherwise, as may be declared\n                          thereon by the Board from time to time.\n\n                  (c)     Winding Up.\n\n                          In the event of the winding up or dissolution of the\n                          Company, whether voluntary or involuntary or for the\n                          purpose of reorganisation or otherwise, or upon any\n                          distribution of capital, all of the surplus assets of\n                          or capital distributed by the Company shall belong to\n                          and be distributable in equal amounts per share to the\n                          holders of shares of Capital Stock.\n\n51.      Power to issue shares\n\n         (1)      Subject to these Bye-laws and to any resolution of the Members\nto the contrary and without prejudice to any special rights previously conferred\non the holders of any existing shares or class of shares, the Board shall have\npower to issue and to grant options over any authorised but unissued shares of\nthe Company and to issue securities convertible into or exchangeable or\nexercisable for authorised but unissued shares of the Company on such terms and\nconditions as it may determine and any shares or class of shares may be issued\nwith such preferred, deferred or other special rights or such restrictions,\nwhether in regard to dividend, voting, return of capital or otherwise as the\nCompany may from time to time by resolution of the Members prescribe.\n\n         (2)      The Board shall, in connection with the issue of any share, \nhave the power to pay such commissions and brokerage fees as may be permitted by\nlaw.\n\n         (3)      Subject to the Act:\n\n                          (a)     the Company may in accordance with any scheme \n                          for the time being in force and approved by the\n                          Members in general meeting provide directly or\n                          indirectly money or other financial assistance for the\n                          purpose of or in connection with the purchase of, or\n                          subscription for, fully or partly paid shares in the\n                          Company or any holding company of the Company by a\n                          trustee of or to be held by or for the benefit of\n                          employees of the Company, any of its Subsidiaries, any\n                          holding company of the Company or any Subsidiary of\n                          any such holding company including any Director\n                          holding a salaried employment or office with or in any\n                          such company and so that the residual beneficiary of\n                          any such trust may be or include a charitable object;\n                          and\n\n                          (b)     the Company may give financial assistance on \n                          such terms as the Board may approve to bona fide\n                          employees of the Company (including Directors who are\n                          also bona fide employees), any of its Subsidiaries,\n                          any holding company of the Company and\/or any\n                          Subsidiary of any such holding company in order that\n                          they may buy shares (fully or partly paid) of the\n                          Company or any holding company of the Company and such\n                          terms may include a reference that, when an employee\n                          ceases to be employed by the Company or such other\n                          company, shares bought with such financial assistance\n                          shall or may be sold to the Company or such other\n                          company on such terms as the Board may approve.\n\n         (4)      Without prejudice to the general powers conferred by these\nBye-laws, the Board is authorised to give to any Person the right or option of\nrequiring at a future date that an allotment shall be made to such Person of any\nshares at par or at such premium as may be agreed.\n\n         (5)      Neither the Company nor the Board shall be obliged, when \nmaking or granting any allotment of, offer of, option over or disposal of\nshares, to make, or make available, any such allotment, offer, option or\ndisposal to Members or others with registered addresses in any particular\nterritory or territories where, in the absence of a registration statement or\nother special formalities, this would or might, in the opinion of the Board, be\nunlawful or impracticable. Members affected as a result of the foregoing\nsentence shall not be, or be deemed to be, holders of a separate class of shares\nfor any purpose whatsoever.\n\n52.      Variation of rights and alteration of share capital\n\n         (1)      Subject to the provisions of Sections 42 and 43 of the Act any\npreference shares may be issued or converted into shares that, at a determinable\ndate or at the option of the Company, are liable to be redeemed on such terms\nand in such manner as the Company before the issue or conversion may by\nresolution of the Members determine.\n\n         (2)      If at any time the share capital is divided into different\nclasses of shares, the rights attached to any class (unless otherwise provided\nby the terms of issue of the shares of that class) may, whether or not the\nCompany is being wound-up, be varied with the consent in writing of the holders\nof three-fourths of the issued shares of that class or with the sanction of a\nresolution passed by a majority of the votes cast at a separate general meeting\nof the holders of the shares of the class in accordance with Section 47(7) of\nthe Act.\n\n         (3)      The Company may from time to time by resolution of the Members\nchange the currency denomination of, increase, alter or reduce its share capital\nin accordance with the provisions of Sections 45 and 46 of the Act. Where, on\nany alteration of share capital, fractions of shares or some other difficulty\nwould arise, the Board may deal with or resolve the same in such manner as it\nthinks fit including, without limiting the generality of the foregoing, the\nissue to Members, as appropriate, of fractions of shares and\/or arranging for\nthe sale or transfer of the fractions of shares of Members.\n\n53.      Registered holder of shares\n\n         (1)      The Company shall be entitled to treat the registered holder \nof any share as the absolute owner thereof and accordingly shall not be bound to\nrecognize any equitable or other claim to, or interest in, such share on the\npart of any other Person.\n\n         (2)      Any dividend, distribution, interest or other moneys payable \nin cash in respect of shares may be paid by cheque or draft made payable to such\nMember as such Member's name appears in the Register of Members (in the case of\njoint holders, made payable jointly to such joint holders as their names appear\nin the Register of Members) sent by first class mail, postage prepaid, directed\nto the Member at such Member's address in the Register of Members or to such\nPerson and to such address as the Member may in writing direct. If two or more\nPersons are registered as joint holders of any shares any one can give an\neffectual receipt for any dividend paid in respect of such shares.\n\n54.      Death of a joint holder\n\n         Where two or more Persons are registered as joint holders of a share\nor shares under a tenancy in which the estate of a deceased holder does not\nretain an interest in the share or shares, then in the event of the death of any\njoint holder or holders the remaining joint holder or holders shall be\nabsolutely entitled to the said share or shares and the Company shall recognize\nno claim in respect of the estate of any joint holder except in the case of the\nlast survivor of such joint holders.\n\n55.      Share certificates\n\n         (1)      Every Member shall be entitled to a certificate under the seal\nof the Company (or a facsimile thereof) specifying the number and, where\nappropriate, the class of shares held by such Member and whether the same are\nfully paid up and, if not, how much has been paid thereon. The Board may by\nresolution determine, either generally or in a particular case, that any or all\nsignatures on certificates may be printed thereon or affixed by mechanical means\nand that a facsimile of the seal of the Company be placed thereon.\n\n         (2)      The Company shall be under no obligation to complete and \ndeliver a share certificate unless specifically called upon to do so by the\nPerson to whom such shares have been allotted.\n\n         (3)      If any such certificate shall be proved to the satisfaction of\nthe Company to have been worn out, lost, mislaid or destroyed the Company may\ncause a new certificate to be issued and request an indemnity for the lost\ncertificate if it sees fit.\n\n56.      Calls on shares\n\n         (1)      The Board may from time to time make such calls as it thinks \nfit upon the Members in respect of any monies unpaid on the shares allotted to\nor held by such Members and, if a call is not paid on or before the day\nappointed for payment thereof, the Member may at the discretion of the Board be\nliable to pay the Company interest on the amount of such call at such rate as\nthe Board may determine, from the date when such call was payable up to the\nactual date of payment. The joint holders of a share shall be jointly and\nseverally liable to pay all calls in respect thereof.\n\n         (2)      The Board may, on the issue of shares, differentiate between \nthe holders as to the amount of calls to be paid and the times of payment of\nsuch calls.\n\n57.      Forfeiture of shares\n\n         (1)      If any Member fails to pay, on the day appointed for payment\nthereof, any call in respect of moneys unpaid on any share allotted to or held\nby such Member, the Board may, at any time thereafter during such time as the\ncall remains unpaid, direct the Secretary or the Assistant Secretary to forward\nto such Member a notice in the form, or as near thereto as circumstances admit,\nof Form 'A' in the Schedule hereto.\n\n         (2)      If the requirements of such notice are not complied with, any\nsuch share may at any time thereafter before the payment of such call and the\ninterest due in respect thereof be forfeited by a resolution of the Board to\nthat effect, and such share shall thereupon become the property of the Company\nand may be disposed of as the Board shall determine.\n\n         (3)      A Member whose share or shares have been forfeited as \naforesaid shall, notwithstanding such forfeiture, be liable to pay to the\nCompany all calls owing on such share or shares at the time of the forfeiture\nand all interest due thereon.\n\n\n                               REGISTER OF MEMBERS\n\n\n58.      Register of Members\n\n         (1)      The Board shall cause to be kept in one or more books a \nRegister of Members andshall enter therein the following particulars:-\n\n         (a)      the name and address of each Member, the number and, where\n                  appropriate, the class of shares held by such Member and the\n                  amount paid or agreed to be considered as paid on such shares;\n\n         (b)      the date on which each Person was entered in the Register of\n                  Members; and\n\n         (c)      the date on which any Person ceased to be a Member for one\n                  year after such Person so ceased.\n\n         (2)      Subject to the provisions of the Act, if the Board considers \nit necessary or appropriate, the Company may establish and maintain a local or\nbranch register at such location or locations outside Bermuda as the Board\nthinks fit and, while the issued share capital of the Company is, with the\nconsent of the Board, listed on any stock exchange, or quoted on any interdealer\nquotation system, the Company shall keep a branch register in any place required\nby the rules of such stock exchange or interdealer quotation system.\n\n         (3)      The Board may, in its absolute discretion, at any time and \nfrom time to time transfer any share upon the principal Register of Members\nmaintained at the registered office of the Company to any local or branch\nregister or any share on any local or branch register to the principal Register\nof Members or any other local or branch register. Unless the Board otherwise\nagrees (which agreement may be on such terms and subject to such conditions as\nthe Board in its absolute discretion may from time to time stipulate, and which\nagreement it shall, without giving any reason therefor, be entitled in its\nabsolute discretion to give or withhold) no shares on the principal Register of\nMembers shall be transferred to any local or branch register nor shall shares on\nany local or branch register be transferred to the principal Register of Members\nor any other local or branch register and all transfers and other documents of\ntitle shall be lodged for registration, and registered, in the case of any\nshares on a local or branch register, at such local or branch register, and, in\nthe case of any shares on the principal Register of Members, at the registered\noffice of the Company.\n\n59.      Inspection of Register of Members\n\n         The Register of Members shall be open to inspection at the registered\noffice of the Company on every business day, subject to such reasonable\nrestrictions as the Board may impose, so that not less than two hours in each\nbusiness day be allowed for inspection. The Register of Members may, after\nnotice has been given by advertisement in an appointed newspaper to that effect,\nbe closed for any time or times not exceeding in the whole thirty days in each\nyear.\n\n60.      Determination of record dates\n\n         Notwithstanding any other provision of these Bye-laws, the Board may \nfix any date as the record date for:-\n\n         (a)      determining the Members entitled to receive any dividend or\n                  other distribution or allotment of any rights or the Members\n                  entitled to exercise any rights in respect of any change,\n                  conversion or exchange of shares, or for any other lawful\n                  action not expressly addressed in this Bye-law 60;\n\n         (b)      determining the Members entitled to receive notice of and to\n                  vote at any general meeting of the Company; and\n\n         (c)      determining the Members entitled to receive notice of and to\n                  consent to any action by written resolution without a general\n                  meeting of the Company.\n\n\n                               TRANSFER OF SHARES\n\n\n61.      Instrument of transfer\n\n         (1)      An instrument of transfer shall be in the usual common form or\nany other form which the Board may approve. Such instrument of transfer shall be\nsigned by or on behalf of the transferor and transferee provided that, in the\ncase of a fully paid share, the Board may accept the instrument signed by or on\nbehalf of the transferor alone. The transferor shall be deemed to remain the\nholder of such share until the same has been transferred to the transferee in\nthe Register of Members.\n\n         (2)      The Board may refuse to recognize any instrument of transfer\nunless it is accompanied by the certificate in respect of the shares to which it\nrelates and by such other evidence as the Board may reasonably require to show\nthe right of the transferor to make the transfer.\n\n62.      Transfer of Shares\n\n         (1)      Subject to the restrictions contained in these Bye-laws as may\nbe applicable, the Act, such laws or regulations as may govern the transfer of\nshares of the Company, including, without limitation, the United States\nSecurities Act of 1933, as amended, and the United States Securities Exchange\nAct of 1934, as amended, or any agreement between any Member and the Company,\nany Member may transfer all or any of his shares.\n\n         (2)      The Board may, in its absolute discretion and without \nassigning any reason therefor, decline to register any transfer of any share\nwhich is not a fully-paid share.\n\n         (3)      The Board may refuse to register any transfer if all \napplicable consents, authorisations and permissions of any governmental body or\nagency in Bermuda have not been obtained.\n\n         (4)      If the Board refuses to register a transfer of any share the\nSecretary or the Assistant Secretary shall, within three months after the date\non which the transfer was lodged with the Company, send to the transferor and\ntransferee notice of the refusal.\n\n63.      Transfers by joint holders\n\n         The joint holders of any share or shares may transfer such share or\nshares to one or more of such joint holders, and the surviving holder or holders\nof any share or shares previously held by them jointly with a deceased Member\nmay transfer any such share to the executors or administrators of such deceased\nMember.\n\n\n                             TRANSMISSION OF SHARES\n\n\n64.      Representative of deceased Member\n\n         In the case of the death of a Member, the survivor or survivors where\nthe deceased Member was a joint holder, and the legal personal representative of\nthe deceased Member where the deceased Member was a sole holder or a joint\nholder under a tenancy in which the estate of the deceased holder retains an\ninterest in the shares, shall be the only Persons recognized by the Company as\nhaving any title to the deceased Member's interest in the shares. Nothing herein\ncontained shall release the estate of a deceased joint holder from any liability\nin respect of any share which had been jointly held by such deceased Member with\nother Persons. Subject to the provisions of Section 52 of the Act, for the\npurpose of this Bye-law, legal personal representative means the executor or\nadministrator of a deceased Member or such other Person as the Board may in its\nabsolute discretion decide as being properly authorised to deal with the shares\nof a deceased Member.\n\n65.      Registration on death or bankruptcy\n\n         Any Person becoming entitled to a share in consequence of the death\nor bankruptcy of any Member may be registered as a Member upon such evidence as\nthe Board may deem sufficient or may elect to nominate some Person to be\nregistered as a transferee of such share, and in such case the Person becoming\nentitled shall execute in favour of such nominee an instrument of transfer in\nthe usual common form or any other form which the Board may approve. On the\npresentation thereof to the Company, accompanied by such evidence as the Company\nmay require to prove the title of the transferor, the transferee shall be\nregistered as a Member but the Company shall, in either case, have the same\nright to decline or suspend registration as it would have had in the case of a\ntransfer of the share by that Member before such Member's death or bankruptcy,\nas the case may be.\n\n\n                        DIVIDENDS AND OTHER DISTRIBUTIONS\n\n\n66.      Declaration of dividends by the Board\n\n           The Board may, subject to these Bye-laws and in accordance with\nSection 54 of the Act, declare a dividend to be paid to the Members, in\nproportion to the number of shares held by them, and such dividend may be paid\nin cash or wholly or partly in other assets in which case the Board may fix the\nvalue for distribution of any assets.\n\n67.      Other distributions\n\n         The Board may declare and make such other distributions (in cash or\nin other assets) to the Members as may be lawfully made out of the assets of the\nCompany.\n\n68.      Reserve fund\n\n         The Board may from time to time before declaring a dividend set\naside, out of the surplus or profits of the Company, such sum as it thinks\nproper as a reserve fund to be used to meet contingencies or for equalizing\ndividends or for any other special purpose.\n\n69.      Deduction of amounts due to the Company\n\n         The Board may deduct from the dividends or distributions payable to\nany Member all monies due from such Member to the Company on account of calls or\notherwise.\n\n\n                                 CAPITALIZATION\n\n\n70.      Issue of bonus shares\n\n         (1)      The Board may resolve to capitalise any part of the amount for\nthe time being standing to the credit of any of the Company's share premium or\nother reserve accounts or to the credit of the profit and loss account or\notherwise available for distribution by applying such sum in paying up unissued\nshares to be allotted as fully paid bonus shares pro rata to the Members.\n\n         (2)      The Company may capitalise any sum standing to the credit of a\nreserve account or sums otherwise available for dividend or distribution by\napplying such amounts in paying up in full partly paid shares of those Members\nwho would have been entitled to such sums if they were distributed by way of\ndividend or distribution.\n\n\n                        ACCOUNTS AND FINANCIAL STATEMENTS\n\n\n71.      Records of account\n\n         (1)      The Board shall cause to be kept proper records of account \nwith respect to all transactions of the Company and in particular with respect\nto:-\n\n         (a)      all sums of money received and expended by the Company and the\n                  matters in respect of which the receipt and expenditure \n                  relates;\n\n         (b)      all sales and purchases of goods by the Company; and\n\n         (c)      the assets and liabilities of the Company.\n\nSuch records of account shall be kept at the registered office of the Company\nor, subject to Section 83(2) of the Act, at such other place as the Board thinks\nfit and shall be available for inspection by the Directors during normal\nbusiness hours, PROVIDED THAT if the records of account are kept at some place\noutside Bermuda, there shall be kept at an office of the Company in Bermuda such\nrecords as will enable the Directors to ascertain with reasonable accuracy the\nfinancial position of the Company at the end of each three month period. No\nMember (other than an Officer or Director of the Company) shall have any right\nto inspect any accounting record or book or document of the Company except as\nconferred by law or authorised by the Board or the Company in general meeting.\n\n         (2)      No Member (not being a Director) shall be entitled to require\ndiscovery of or any information respecting any detail of the Company's trading\nor any matter which is or may be in the nature of a trade secret, mystery of\ntrade or secret process which may relate to the conduct of the business of the\nCompany which in the opinion of the Board it will be inexpedient in the\ninterests of the Members or the Company to communicate to the public.\n\n72.      Financial year end\n\n         The financial year end of the Company may be determined by resolution\nof the Board and failing such resolution shall be 30th November in each year.\n\n73.      Financial statements\n\n         Subject to any rights to waive laying of accounts pursuant to Section\n88 of the Act, financial statements as required by the Act shall be laid before\nthe Members in general meeting.\n\n\n                                      AUDIT\n\n\n74.      Appointment of Auditor\n\n         Subject to Section 88 of the Act, at the annual general meeting or at\na subsequent special general meeting in each year, an independent representative\nof the Members shall be appointed by them as Auditor of the accounts of the\nCompany. Such Auditor may be a Member but no Director, Officer or employee of\nthe Company shall, during his or her continuance in office, be eligible to act\nas an Auditor of the Company.\n\n75.      Remuneration of Auditor\n\n         The remuneration of the Auditor shall be fixed by the Board or in\nsuch other manner as the Members may determine.\n\n76.      Vacation of office of Auditor\n\n         If the office of Auditor becomes vacant by the resignation or death\nof the Auditor, or by the Auditor becoming incapable of acting by reason of\nillness or other disability at a time when the Auditor's services are required,\nthe Board shall, as soon as practicable, convene a special general meeting to\nfill the vacancy thereby created.\n\n77.      Access to books of the Company\n\n           The Auditor shall at all reasonable times have access to all books\nkept by the Company and to all accounts and vouchers relating thereto, and the\nAuditor may call on the Directors or Officers of the Company for any information\nin their possession relating to the books or affairs of the Company.\n\n78.      Report of the Auditor\n\n         (1)      Subject to any rights to waive laying of accounts or \nappointment of an Auditor pursuant to Section 88 of the Act, the accounts of the\nCompany shall be audited at least once in every year.\n\n         (2)      The financial statements provided for by these Bye-laws shall \nbe audited by the Auditor in accordance with generally accepted auditing\nstandards. The Auditor shall make a written report thereon in accordance with\ngenerally accepted auditing standards and the report of the Auditor shall be\nsubmitted to the Members in general meeting.\n\n         (3)      The generally accepted auditing standards referred to in\nsubparagraph (2) of this Bye-law shall be those of the United States of America\nor of Bermuda or of another country or jurisdiction other than Bermuda. If such\nstandards are not those of Bermuda, the financial statements and the report of\nthe Auditor must disclose this fact and name such country or jurisdiction.\n\n\n                                     NOTICES\n\n\n79.      Notices to Members of the Company\n\n         A notice may be given by the Company to any Member either by\ndelivering it to such Member in person or by sending it to such Member's address\nin the Register of Members or to such other address given by such Member for the\npurpose. For the purposes of this Bye-law, a notice may be sent by first class\nmail, courier service, cable, telex, telecopier, facsimile or other mode of\nrepresenting words in a legible and non-transitory form.\n\n80.      Notices to joint holders\n\n         Any notice required to be given to a Member shall, with respect to\nany shares held jointly by two or more Persons, be given to such Persons jointly\nin the names and to the address of such Member in the Register of Members.\n\n81.      Service and delivery of notice\n\n         (1)      Any notice shall be deemed to have been served at the time \nwhen the same is mailed, delivered to the courier or to the cable company or\ntransmitted by telex, facsimile or other method as the case may be, and, in\nproving such service, it shall be sufficient to prove that the notice was\nproperly addressed and prepaid, if mailed, and the time when it was mailed,\ndelivered to the courier or to the cable company or transmitted by telex,\nfacsimile or other method as the case may be.\n\n         (2)      In computing the period of time required in connection with \nany notice given hereunder, the day upon which such notice is given shall be the\nfirst day of such period.\n\n\n                               SEAL OF THE COMPANY\n\n\n82.      The seal\n\n         The seal of the Company shall be in such form as the Board may from\ntime to time determine. The Board may adopt one or more duplicate seals for use\noutside Bermuda and may authorise the use of a facsimile seal on certificates\nfor the Company's shares or other securities.\n\n83.      Manner in which seal is to be affixed\n\n         The seal of the Company shall not be affixed to any instrument except\nattested by the signature of a Director and either the Secretary or the\nAssistant Secretary, or by the signature of any two Directors, or by the\nsignature of any one or more other Persons authorised by the Board for the\npurpose, provided that any Director, or Officer, may affix the seal of the\nCompany attested by such Director or Officer's signature only to any\nauthenticated copies of these Bye-laws, the incorporating documents of the\nCompany, the minutes of any meetings or any other documents required to be\nauthenticated by such Director or Officer. Signatures attesting the seal on\ncertificates for the Company's shares or other securities may be printed thereon\nor affixed by mechanical means.\n\n\n                                   WINDING-UP\n\n\n84.      Winding-up\/distribution by liquidator\n\n         If the Company shall be wound up, the liquidator may, with the\nsanction of a resolution of the Members, divide amongst the Members in cash or\nin other assets the whole or any part of the assets of the Company (whether they\nshall consist of property of the same kind or not) and may, for such purpose,\nset such value as he or she deems fair upon any property to be divided as\naforesaid and may determine how such division shall be carried out as between\nthe Members or different classes of Members. The liquidator may, with the like\nsanction, vest the whole or any part of such assets in trustees upon such trusts\nfor the benefit of the Members as the liquidator shall think fit, but so that no\nMember shall be compelled to accept any shares or other securities or assets\nwhereon there is any liability.\n\n\n                             ALTERATION OF BYE-LAWS\n\n\n85.      Alteration of Bye-laws\n\n         No Bye-law shall be rescinded, altered or amended and no new Bye-law\nshall be made until the same has been approved by a resolution of the Board and\nby a resolution of the Members at meetings of the Board and the Members, as the\ncase may be, for which the notice of meeting contained notice of such proposed\nrescission, alteration, amendment or new Bye-law. Any such rescission,\nalteration or amendment or making of a new Bye-law shall be approved as provided\nin Bye-law 43.\n\n\n\n\n\n                         SCHEDULE - FORM A (Bye-law 57)\n--------------------------------------------------------------------------------\n\n\n                       NOTICE OF LIABILITY TO FORFEITURE FOR NON PAYMENT OF CALL\n\n\nYou have failed to pay the call of [amount of call] made on the .... day of\n......, 19.. last, in respect of the [number] share(s) [numbers in figures]\nstanding in your name in the Register of Members of the Company, on the .... day\nof ......., 19.. last, the day appointed for payment of such call. You are\nhereby notified that unless you pay such call together with interest thereon at\nthe rate of ...... per annum computed from the said .... day of ......, 19..\nlast, on or before the.... day of......, 19.. next at the place of business of\nthe said Company the share(s) will be liable to be forfeited.\n\n\nDated this    day of            , 19...\n\n\n[Signature of Secretary or Assistant Secretary]\n\nBy order of the Board\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[6585],"corporate_contracts_industries":[9534],"corporate_contracts_types":[9573,9574],"class_list":["post-41484","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-aes-china-generating-co-ltd","corporate_contracts_industries-utilities__electric","corporate_contracts_types-formation","corporate_contracts_types-formation__bylaws"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/41484","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=41484"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=41484"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=41484"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=41484"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}