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90.
Resolutions without meetings
A resolution which is signed or approved by all the directors entitled to vote on that
resolution (and whose vote would have been counted) shall be as valid and effectual as if
it had been passed at a board meeting duly called and constituted. The resolution may be
contained in one document or communication in electronic form or in several documents or
communications in electronic form (in like form), each signed or approved by one or more
of the directors concerned. For the purpose of this article:
(a)
the signature or approval of an alternate director (if any) shall suffice in place of
the signature of the director appointing him; and
(b)
the approval of a director or alternate director shall be given in hard copy form or
in electronic form.
91.
Validity of acts of directors in spite of formal defect
All acts
bona fide
done by a meeting of the board, or of a committee, or by any person
acting as a director or a member of a committee, shall, notwithstanding that it is
afterwards discovered that there was some defect in the appointment of any member of
the board or committee or of the person so acting, or that they or any of them were
disqualified or had vacated office or were not entitled to vote, be as valid as if every such
person had been duly appointed and qualified to be a director and had continued to be a
director or member of the committee and had been entitled to vote.
92.
Minutes
The board shall cause minutes to be made in books kept for the purpose in relation to the
following matters (and such minutes shall be kept at the Office or, subject to the Law,
some other place for a period of not less than ten years following the date of the relevant
matter):
(a)
of all appointments of officers made by the board;
(b)
of the names of all the directors present at each meeting of the board and of any
committee; and
(c)
of all resolutions and proceedings of all meetings of the Company and of any class
of members, and of the board and of any committee.
SECRETARY
93.
Secretary
The secretary shall be appointed by the board for such term, at such remuneration and on
such conditions as it thinks fit, and the board may remove from office any person so
appointed (without prejudice to any claim for damages for breach of any contract between
him and the Company). The board may appoint one or more deputy or assistant
secretaries.
SHARE CERTIFICATES
94.
Issue of certificates
(1)
A person whose name is entered in the register as the holder of any certificated shares
shall be entitled (unless the conditions of issue otherwise provide) to receive one
certificate for those shares, or one certificate for each class of those shares and, if he
transfers part of the shares represented by a certificate in his name, or elects to hold part
in uncertificated form, to receive a new certificate for the balance of those shares.
