CHAPTER 7
Meeting of Shareholders

Section 98. The board of directors shall hold the annual ordinary meeting of shareholders within four months from the date ending the account period of the company.

Other meeting of shareholders in addition to the meeting under paragraph one shall be called extra-ordinary meetings.

Section 99. The board of directors may convene an extra-ordinary meeting of shareholders any time it deems expedient.

Section 100. Shareholders holding shares amounting to not less than one-fifth of the total number of shares sold or shareholders amounting to not less than twenty-five holding shares amounting to not less than one-tenth of the total number of shares sold may subscribe their names to a notice requesting the board of directors to convene an extra-ordinary meeting of shareholders at any time but they shall also specify reasons for such request in the notice. In such case, the board of directors must arrange for a meeting of shareholders within one month from the date of receipt of the notice.

Section 101. In calling a meeting of shareholders, the board of directors shall issue a notice of meeting specifying place, date, time, agenda, and matters to be set forth to the meeting together with reasonal details, by expressly specifying as to the matters to be set forth to the meeting for information; approval, or consideration, as the case may be, including opinion of the board of directors on said matters, and send the same to the shareholders and the Registrar for information not less than seven days before the date of the meeting. Besides, the notice of meeting shall also be announced in a newspaper for not less than three days before the date of the meeting.

The place where the meeting is to be held under paragraph one shall be in the locality in which the head office of the company is situated or in a neighboring province, unless otherwise provided by the articles of association.

Section 102. Shareholders are entitled to attend and vote in the meeting of shareholders, but they may authorize other persons as proxies to attend and vote at any meeting on their behaves. In this regard, Section 33 paragraph two, paragraph four, and paragraph five and Section 34 shall apply mutates mutandis, In the case of appointing the proxy, the instrument appointing the proxy shall be submitted to the chairman of the board or to the person designated by the chairman of the board.

The voting of stipulated in Paragraph one in the case that each share has one vote shall not apply to the case where the company issue preferrence shares and provides the right to vote less than that of ordinary shares.

Section 103. Unless otherwise provided by this Act, in the meeting of shareholders there shall be shareholders and proxies (if any) present at the meeting in a number not less than twenty-five or not less than one half of the total number of shareholders shares amounting to not less than one-third of the total number of sold shares to constitute a quorum.

In the event at any meeting of shareholders, upon the lapse of one hour from the time fixed for the meeting commencement, number of the shareholders present is insufficient to form a quorum under paragraph one; if such meeting is convened because the shareholders have requested under Section 100, it shall be cancelled; if such meeting is convened not because the shareholders have requested under Section 100, it shall be reconvened and the notice of meeting shall be sent to the shareholders not less than seven days in advance of the date of the meeting. In the subsequent meeting no quorum is required.

Section 104. The chairman of the board of director shall preside over the meeting of shareholders. In the case where the chairman is absent or unable to perform the duty, the vice-chairman shall act as the meeting chairman. If a vice-chairman does not exist or exists but unable to perform the duty, the shareholders present shall elect one shareholder to act as the meeting chairman.

Section 105. The chairman of the meeting of shareholders has duties to conduct the meeting to be in accordance with the articles of association of the company on meetings and in order of the agenda as arranged in the notice of meeting, unless the meeting resolves to change order of the agenda with votes not less than two-thirds of the number of shareholders present.

Upon completion of consideration under paragraph one, the shareholders holding shares amounting to not less than one-third of the total number of sold shares may request the meeting to consider other matters in addition to those specified in the notice of meeting.

In the case where the meeting has not concluded the consideration of matters in order of the agenda under paragraph two, as the case may be, and it is necessary to adjourn the meeting, the meeting shall fix a place, date, and time for the next meeting and the board of directors shall send a notice of meeting specifying the place, date, and time and agenda of the meeting to the shareholders not less than seven days in advance of the date of the meeting. Besides, the notice of meeting shall also be announced in a newspaper for not less than three days prior to the date of the meeting.

Section 106. Dispatch of a notice of meeting shall be as provided in this Chapter, and Section 29 shall apply mutatis mutandis.

Section 107. Unless otherwise provided by this Act, a resolution of the meeting of shareholders shall be supported by votes as follows:
(1) In a normal case, by the majority of votes of the shareholders present and voting; in case of an equality of votes, the chairman of the meeting shall have the casting vote.
(2) In cases as follows, by votes not less than three-fourths of the total votes of the shareholders who attend the meeting and have the right to vote:
      (a) the sale or transfer of business of the company, in whole or in essential part, to other persons;
      (b) the purchase or acceptance of transfer of business of other companies or private companies by the company
      (c) entering into, amending, or terminating a lease of business of the company in whole or in essential part; entrusting other person with the management of the company; or amalgamating business with other persons with the objective to share profit and loss.
(3) In the case where the articles of association of the company provide that a resolution of the meeting of shareholders on any matter must be supported by votes exceeding that specified in (1) or (2), it shall be so.

Next Page
[1]  [2]  [3]  [4]  [5]  [6]  [7]  [8]  [9]  [10]  [11]  [12]  [13]  [14]  [15]  [16]  [17]  [18]  [19]