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Shares

Certificates Of Shares :- 

The interest of each shareholder  of  the Corporation shall be  evidenced by certificates for  shares  in such form not  inconsistent  with the new York Business Corporation Law or the  certificate of incorporation and  shall be signed by the  chairperson of the board,a vice  Chairperson of  the  Board,the  president or a Vice President  and  also  by  the Treasurer or the  Assistant Treasurer or the  secretary or an assistant  Secretary. The signatures of the  officers upon a Certificate  may  be  facsimiles  if  the  certificate is  countersigned by a transfer  agent  or  registered  by  a  registrar  other  than  the  Corporation  itself  or  its  employees  or  if  the  shares  are  listed on a  registered  national   securities  exchange.  In case  any  officer  who  has  signed  or  whose  facsimile  signature has been placed  upon  a  certificate  ceases  to  be  such  officer  before  such  certificate  is  issued,  it  may be issued by the Corporation with the same effect as if he or she were such officer at the date of its issue.

A share certificate is a certificate issued by a company certifying that on the date the certificate is issued a certain person is the registered owner of shares in the company.

The key information contained in the share certificate is:

  • The name and address of the shareholder.
  • The number of share held.
  • The amount paid (or treated as paid )on those shares.

TRANSFER OF SHARES.

Shares of capital stock of the Corporation shall be transferable on the books of the corporation only by the holder of record thereof, in person or by duly authorized attorney, upon surrender  and cancellation of certificates for a like number of shares, with an assignment or power  of transfer endorsed thereon or delivered therewith, duly executed, and with such proof of the authenticity of the signature and of authority to transfer and of payment of transfer taxes, as the Corporation or its agents may require. The board of Directors shall have power and authority to make all such other rules regulations as it may deem expedient concerning the issue, transfer and registration of certificates for shares of the Corporation. The existence of restrictions on the sale or transfer of shares or any other matters required by law to be so disclosed upon the share certificates of the Corporation shall be noted conspicuously on the face or back of every certificates for shares issued by the Corporation.

What about share transfers?

One of the most important areas is the rules that apply when a shareholder want to transfer his or her shares, and what can happen to them when the shareholder dies. These can be set out either in the articles or in a shareholders’ agreement. Many companies articles give the  directors discretion to reject any transfer by a majority decision. There are many alternative provisions, such as per-emption provisions ( giving the other shareholders a first option to by the shares ). Free transfers to members of the shareholder’s family or for all transfers to require the consent of all shareholders. 

OWNERSHIP OF SHARES-

The corporation shall be entitled to treat  the holder of record of any share or shares of stock as the owner thereof in fact and shall not be bound to recognize any equitable or other claim to or interest in such shares on the part of any other person, whether or not expressly provided by law. The Corporation may issue a new certificate for shares in place of any certificate theretofore issued by it, alleged to have been lost or destroyed, and the board of Directors may require the owner of any lost or destroyed certificate, or his or her legal representative to give the Corporation a bond sufficient to indemnify the Corporation against any claim that may be made against it on account of the alleged loss or destruction of any such certificate or the issuance of any such new certificate.

What is a shareholders’ Agreement?

A shareholders’ Agreement is a contract between the shareholder of a company in which they agree how the company will be run. They all agree that they will use their voting power in the company to ensure that the terms of the agreement are complied with for us long us they are all shareholders.

Shareholders and rights

  • Place of meeting:- meeting of shareholders of Eelam Club (the corporation) shall be held at such place, either within or without the state of new York or United kingdom as shall be designated from time to time by the board of directors.
  • Annual meeting :- Annual meeting of shareholders shall be held at such time as shall be designated from time to time by the board of directors. At each annual meeting, the shareholders shall elect a board of directors and transact such other business as may properly be brought before the meeting.
  • Special meeting:- special meeting of the shareholders will be held at such time as shall be designated from time to time by the board of directors.
  • Notice of meeting:- written or electronic (pursuant to the requirements of section 605 of the new York business Corporation law) notice of each meeting of the shareholders stating the place, date and hour of the meeting shall be given by or at the direction of the board of directors to each shareholder entitled to vote at the meeting at least 10, but not more than 60, days  prior to the meeting. Notice of any special meeting shall state in general terms the purpose or purposes for which the meeting is called.  
  • Quorum; Adjournments of meeting:- Unless the certificate of incorporation provides otherwise, the holders of a majority of the issued and outstanding shares of the capital stock of the corporation entitled to vote at a meeting, present in person or represented by proxy, shall constitute a quorum for the transaction of business at such meeting but, if there be less than a quorum, the holders of a majority of the shares so present or represented may adjourn the meeting to another time, or place, from time to time until a quorum shall be present, whereupon the meeting may be held, as adjourned, without further notice, except as required by law, and any business may be transacted thereat which might have been transacted at the meeting as originally called.
  • Voting; Proxies:- At any meeting of the shareholders, every registered owner of shares entitled to vote may vote in person or by proxy (pursuant to section 609 of the new York business Corporation law ) and except as otherwise provided by the new York Corporation Law, in the certificate of incorporation of the Corporation as may be amended from time to time (“certificate of incorporation”) or the bylaws of the Corporation as may amended from time to time (the “Bylaws”) shall have one vote for each such share standing in his or her name on the book of the Corporation. Except as otherwise required by the new York Business Corporation Law, the certificate of Incorporation or the bylaws, the directors shall be elected by a plurality of the votes cast at a meeting of shareholders by the holders of shares entitled to vote. In all other matters, unless otherwise provided by the new York business Corporation Law or by the certificate of incorporation or the bylaws, the affirmative vote of the holders of a majority of the shares entitled to vote on the subject matter at a meeting in which a quorum is present shall be the act of the shareholders.