Translated Documents
法律文书
法律翻译示例:决议条款
2022-06-25

1. Any Ordinary or Special Resolution of Members and any other action that may be taken by the Members at a meeting may also be taken by a resolution consented to in writing, without the need for any notice, by all Members who would have been entitled to attend and vote at a meeting called for the purpose of passing such a resolution or taking any other action.
译文:股东可以在会议上通过的任何普通决议或特别决议、可以采取的任何其他行动,也可以在专门为通过该决议或者采取该行动的目的而召集的会议上由有权出席会议并在会议上进行表决的股东采用一致书面同意的形式,无需发出任何通知。
2. RESOLVED that Regulation 66 of the Constitution of the Company be deleted and replaced in its entirety with the following: A resolution in writing signed by a majority of the Directors for the time being and being not less than are sufficient to form a quorum shall be as effective as a resolution passed at a meeting of the Directors duly convened and held, and may consist of several document in the like form each signed by one or more Directors.
译文:兹决议:删除《公司章程》第66条,并全部替换为以下内容:由不少于法定人数的过半数董事签署的书面决议,与正式召集和召开的董事会会议上通过的决议效力相同,并可由若干份格式相同的文件组成,每份文件均由一名或多名董事签署。
3. The Company may not except by special resolution:- Alter the value or rights attaching to the shares of the Company; Special matters requiring special resolution Pass any resolution to wind-up or liquidate the Company or to appoint receivers and managers over the assets of the Company, subject to the provisions of the Act; Make any composition or arrangement with creditors, subject to the provisions of the Act; Carry out amalgamation, reconstruction or merger involving the Company and any of its subsidiaries; Appoint, remove or change the Auditors; Reduce its share capital, any capital redemption reserve fund or any share premium account in any manner and with and subject to any incident authorised, and consent required by law.
译文:下列事项由公司通过特别决议作出决定:变更公司股份的价值或者附带的权利;需要通过特别决议的特殊事项根据《公司法》的规定,通过任何决议对公司进行清盘或清算、任命公司资产的接管人和管理人;根据《公司法》的规定,与债权人达成任何和解或安排;对公司及其任何子公司进行合并、重组或兼并;任命、罢免或更换核数师;依法获得授权和批准后,以获得授权和批准的任何方式减少公司股本、任何股本赎回准备金或任何股份溢价账户。
4. Notwithstanding Article 111, any resolution of the Board of Directors pertaining to any matter passed by way of a circular resolution in writing signed and passed by all the Directors for the time being of the Company (or their alternates) shall be valid and effectual and be deemed to have been passed at a meeting of the Board properly convened in accordance with the provisions of this Article and may consist of several documents in the like form, each signed by one or more Directors.
译文:尽管有第111条的规定,董事会就任何事务以书面公告决议的形式作出的任何决议,经公司现任的全体董事(包括其代理董事)签署和通过的,应当构成有效的决议,应当视为依照本条规定在正式召集和召开的董事会会议上通过的决议,并可由若干份格式相同的文件组成,每份文件均由一名或多名董事签署。
5. A resolution or any action by the Board of Directors must be approved by a simple majority of the votes cast. In the event of an equality of votes, the Chairman of the meeting of the Board shall have a second or casting vote.
译文:董事会的决议或任何行动必须以简单多数票通过。在赞成票和反对票的票数相等的情况下,董事会会议主席有权投第二票或决定票。
6. Provided, however, that the time of regular meetings of committees may be determined either by resolution of the Board of Directors or by resolution of the committee, that special meetings of committees may also be called by resolution of the Board of Directors, and that notice of special meetings of committees shall also be given to all alternate members, who shall have the right to attend all meetings of the committee.      
译文:但是,委员会的定期会议时间可以通过董事会决议或通过委员会决议确定,委员会的特别会议也可以通过董事会的决议召集,召开委员会特别会议时也应当向所有候补委员发出通知,所有候补委员有权参加委员会的所有会议。
7. SECOND: That resolutions have been duly adopted by the Board of Directors of the Corporation setting forth a proposed amendment of the Amended and Restated Certificate of Incorporation, declaring said amendment to be advisable, which resolution setting forth the proposed amendment is as follows:   
译文:第二:公司董事会正式通过决议提出了修订并重申的公司营业执照,声明该修订是明智的,提出该修订的决议内容如下:
8. It can be transferred to any other place within this region by decision of the Board of Directors.
译文:经董事会决议后,公司注册办事处可以变更为该区域内的任何其他地方。
9. A change may only be made to the articles of association if decided by three-quarters of the votes majority.        
译文:《公司章程》的任何变更,须经四分之三的多数赞成票通过后作出决议。
10. A written resolution consented to in such manner may consist of several documents, including written electronic communication, in like form each signed or assented to by one or more directors.
译文:以上述方式同意的书面决议可以包括由一名或多名董事签署或者同意的数份文件,包括书面的电子通讯。
 

Copyright 2021 上海金律团翻译有限公司 All Rights Reserved 沪ICP备2022023473号-1 技术支持:索腾网络