BVM3Branch (foreign co.)

Manner of representation

7. (1) The general rule regarding the making of decisions by the directors is that all decisions made by the directors must constitute a majority at a meeting or a decision made in accordance with Article 8. (2) Where: (a) the company has only one director, and (b) no provision of the articles requires the company to have more than one director, the general rule does not apply and the director may make a decision irrespective of any other provision of the articles relating to the making of decisions by the directors. 8. (1) A decision by the directors is made in accordance with these articles where all eligible directors notify one another, in any form, that they share common views in relation to the matter concerned. (2) Such a decision may take the form of a written resolution, copies of which are signed by each eligible director, or in respect of which each eligible director has given written consent of another kind. (3) References in these articles to eligible directors mean directors who are entitled to vote on a matter presented as a resolution at a meeting of the directors. (4) A decision may not be made in accordance with these articles where the eligible directors do not constitute a quorum at such a meeting.