Section 66/1. The provision of Section 66 relating to the company owning its shares shall not apply in the following cases.
(1) The company may repurchase its shares from a shareholder who votes against the resolution of the meeting of sharehoders to amend the articles of association of the company relating to the right to vote and the right to dividend payment which is unfair in view of such shareholder
(2) The company may repurchase its shares for the purpose of financial administration when it has accumulated profits and surplus liquidity, and such repurchase shall not cause a financial problem for the company.

The shares that the company holds shall be counted to constitute the quorum of a meeting of shareholders and such shares shall have no right to vote and to dividend payment.

The company shall dispose of the shares repurchased under paragraph one within the timeframe specified in the Ministerial Regulations. If it does not dispose of or is unable to dispose of all the shares within such period, the company shall reduce its paid-up capital by canceling the remaining registered share indisposable.

The repurchase of the shares under paragraph one, dispose of the shares and cancellation of the shares under paragraph three shall be in accordance with the rules and procedures prescribed in the Ministerial Regulations.

CHAPTER 6
Board of Directors

Section 67. The company shall have a board of directors to operate business of the company, comprising at least five directors of which not less than one half shall reside in the Kingdom

Section 68. The directors shall be natural persons and
(1) be sui juris (full age);
(2) be not bankrupt, incompetent, or quasi-incompetent;
(3) not have been sentenced by a final judgment to imprisonment for dishonesty;
(4) not have been dismissed from a government service or state organization or agency for dishonesty on duty.

Section 69. Prescription of any limitations in order to prevent shareholders from becoming directors may not be done.

Section 70. Unless otherwise provided by the articles of association, directors shall be elected by the meeting of shareholders in accordance with rules and procedures as follows:
(1) One shareholder has votes in a number equal to number of shares he holds multiplied by number of directors to be elected.
(2) Each shareholder may use all his votes under (1) to elect one or more than one director. In case of voting for more than one director, he may distribute his votes as he pleases.
(3) Persons who receive highest votes arranged in order from higher to lower in a number equal to that of directors to be appointed are elected directors of the company. In the event of a tie at a lower place, which would make the number of directors greater than that required, the persons involved shall draw lots for selection.

In the case where the articles of association of the company provides for the method of election of directors to be otherwise, such provision must not deprive the shareholders of their rights to vote in the election of directors.

Section 71. In every annual ordinary meeting of shareholders a new board of directors shall be elected, but the former board of directors shall remain in office to operate business of the company as long as necessary until the new board of directors assume office.

Provisions in paragraph one shall not apply to the case of the articles of association of the company providing for a method of election of directors different from that prescribed in Section 70. In such case, one-third of directors shall vacate office. If the number of directors cannot be divided exactly into three parts, directors in a number closest to one-third shall vacate office.

Unless provided otherwise by the articles of association of the company, directors to vacate office in the first year and the second year after registration of the company shall draw lots. In subsequent years, the directors who remained in office for the longest time shall vacate office.

Directors vacating office under this Section may be re-elected

Section 72. In addition to vacating office on expiration of term of office under Section 71, directors shall vacate office upon
(1) death;
(2) resignation;
(3) dispossession of qualifications or possession of disqualifications under Section 68;
(4) the meeting of shareholders resolving to remove under Section 76;
(5) the court issuing an order to remove.

Section 73. Any director who wishes to resign from office shall tender a letter of resignation to the company, and resignation shall take effect on the date on which the letter of resignation reaches the company

The director who has resigned from office under paragraph one may notify the Registrar for information of his resignation from office.

Section 74. In the case where the whole board of directors vacate office, such board of directors shall remain in office as long as necessary to operate business of the company until the new board of directors assume office, unless otherwise ordered by the court in the case under Section 72(5).

The board of directors vacating office must make arrangements to hold a meeting of shareholders for election of a new board of directors within one month from the date on which it vacated office, by dispatching a notice of meeting to the shareholders not less than fourteen days in advance of the date of the meeting.

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