The General Meeting Clause Samples

The General Meeting of Members of the Cooperative has unanimously approved the establishment of subject pledge in favour of the Pledgee, all in accordance with the Articles of Association, as is evidenced by a written resolution, dated November 12, 2009, a copy of which is attached to this Deed (Annex 4).

The General Meeting of Shareholders shall be entitled at any time to decide to reduce the reserve fund and return the amount of such reduction to unallocated retained earnings.

The General Meeting. 12. Each share has one vote. 13. All resolutions are adopted by simple majority except for the following resolutions which require a two-thirds majority of the votes: (a) to appoint, dismiss or suspend Managers and members of the Supervisory Board; (b) to adopt the financial statements and dividend distributions; (c) to amend the articles of association; (d) to enter into a legal merger or legal division, or to file for bankruptcy; (e) to dissolve the Company; (f) to issue shares or depository receipts of shares, or to authorize a corporate body to do so; (g) to exclude a shareholder of its statutory pre-emption right; (h) to reduce the share capital of the Company; (i) to approve actions of the Management Board as referred to in Article 2.5.

The General Meeting. Article 8 8.1. The General Meeting is the highest authority of the company. Its resolutions are binding on all shareholders. 8.2. Resolutions of the General Meeting which violate the law or the Articles of Association may be contested by the Board of Directors or by any shareholder under the conditions stipulated in Article 706 of the Code of Obligations.

The General Meeting appoints the directors. The General Meeting determines at the time of the appointment whether a director is appointed as an Executive Director or as a Non-Executive Director. The General Meeting may suspend and dismiss directors. The board may suspend Executive Directors.

The General Meeting can agree upon its own extension during one or more consecutive days, under the proposal of the administrators or a number of partners who represent, at least, one fourth of the attending current capital stock. Regardless of the number of sessions, it will be considered that the General Meeting is single, drafting a single minute for all its sessions. The General Meeting can also be temporarily suspended in the cases and under the manner scheduled in its Regulation.

The General Meeting. Article 12 The General Meeting shall be the decision-making body of the Vanguard Initiative Asbl, bringing together all members in accordance with the Rules of Procedure. It shall be composed of all the members of the Association or their authorised representatives. Article 13 The General Meeting shall: Article 14 The General Meeting shall meet at least twice per year. For decisions to be valid, a General Meeting shall bring together at least half of the members present or represented. The Board may convene an Extraordinary General Meeting at any time for well-founded reasons. An Extraordinary General Meeting shall also be convened upon written request of at least one fifth of the members. Each meeting of the General Meeting shall take place on the dates and in the locations mentioned in the notice. All members shall be invited in time. Article 15 The General Meeting shall be convened by the Board at least four weeks before the Meeting; written notice shall be sent by regular mail, by electronic mail or by facsimile, and shall indicate the date, time, place and agenda of the General Meeting. The agenda of the General Meeting shall be included in the notice. In exceptional cases, it may be communicated two weeks in advance. Each member shall have the right to propose items for the agenda, submit requests for information or other requests. The Board shall forward the resulting proposals to the members in due time to allow a joint decision. Items proposed by at least one twentieth of the members in advance shall be added to the agenda. At the beginning of the General Meeting, the agenda shall be approved. Article 16 Each member shall ensure that a suitable representative attend the General Meeting, fulfilling the requirements specified in the rules of procedure. Article 17 The members shall have equal voting rights at the General Meeting, one vote per member. Article 18 The General Meeting shall only deliberate on amendments to the Articles of Association or the dissolution of the Association in accordance with Articles 8 and 20 of the Belgian Act of 21 June 1921, amended by the Act of 2 May 2002. Article 19 The decisions of each General Meeting shall be co-signed by the Chairperson and another member of the Board. The meeting minutes and appendices thereto shall be drafted and kept in a register available at the head office of the Association. Article 20 The General Meeting may approve the creation of a secretariat or other mechanism to improve the operation...

The General Meeting of Shareholders is entitled to assign its authorities to adopt resolutions, referred to in para. I of this Article, to another corporate body and is entitled to revoke such an assignment.

The General Meeting of shareholders shall be competent to subject in a resolution of the Board to that effect clearly described resolutions of the Managing Board to its approval or authorization. Without prejudice to the provision laid down in the preceding sentence, the Managing Board shall require the authorization or approval of the General Meeting of shareholders for resolutions of the Managing Board, the subject matter of which is: a. acquisition, encumbrance, alienation, hiring or letting notice to leave or acquiescence in notice to leave of registered goods; b. encumbrance of other goods than registered goods; c. the borrowing of money and/or obtainment of advances on current account on behalf of the Company, as also the placing on deposit of moneys of the Company otherwise than from or with the institutions approved by the General Meeting of Shareholders; d. the lending of money; e. granting, alteration or withdrawal of powers of procuration or the according to or withdrawal from a "procuratiehouderff (officer of the Company holding powers of procuration) of a title as referred to in Article 14 hereof; f. the granting to an employee of a fixed annual salary exceeding the an amount fixed by the General Meeting of Shareholders and notified to the Managing Board, and the dismissal of an employee earning a fixed annual salary as herein before described; g. arranging of group pension schemes or the granting of pension rights otherwise than in pursuance of a group pension scheme; h. binding the Company for debts of others, as surety or otherwise; i. entry into agreements - to the extent that the same do not form part of standard contracts - in pursuance whereof disputes, if any, are to be referred to the determination of arbitrators or are to be determined by binding opinion, or the subject matter whereof is the compromising of matters; j. the taking or defending of legal proceedings in the ordinary courts of law, the taking or defending of arbitration proceedings or the taking of measures for the purpose of obtaining a binding opinion, except for taking legal action which no delay or are of a purely precautionary nature and, further, except for taking measures for the collection of receivables; k. the exercise of voting rights in respect of unlisted shares and other securities, to which voting rights attach, which shall include determination of the way of voting; l. establishment or winding up of offices and branches; m. extension of the business by a new branch or discont...