Agricultural Development Bank Rules (Cap. 79:07)

www.legalaffairs.gov.tt LAWS OF TRiNiDAD AND TO.BAl;O MINISTRY OF LEGAL AFFAIRS Agricultural Development Bank SUBSIDIARY LEGISLATION Chap. 79:07 21 AGRICULTURAL DEVELOPMENT BANK RULES ARRANGEMENT OF RULES RULE I. Citation. 2. Interpretation. PART I MANAGEMENT OF BANK, FUNCTIONS AND POWERS OF THE BOARD, AND GENERAL PROVISIONS 3. Seal. 4. Appl ication of funds. 5. Financial procedure, 6. Procedure at Board meetings. 7. Delegation of powers of the Board. 8. Cancellation or modification of approval of loan. 9. Determining the valuation of property. 10. Requirement for surety . Proof as to means of surety. 1I . Leave of members of the Board. 12. Board member or employee or servant of the Bank not to borrow from Bank without Minister 's approval. 13. Managing Director to render full-time service , 14. Supervisi on of authority of branch manager during training period. 15. Rules for carrying out objects of the Bank. 16. Terms and conditions of loan. Amortisation. 17. Loans to Agricultural Credit Society. 18. Repayment of half-yearly instalments. 19. Enforcement of loan repayment . 20. Books and records . 21 . FUlIIl~ [or deal iug iu ~lmle~. PART II GENERAL MEETINGS OF SHAREHOLDERS OF THE BANK TERMS AND CONDITIONS OF EMPLOYMENT 22. Annual General Meeting. Extraordinary general meeting. LR .O. 112006 UPDATED TO DECEMBER 31ST 2009 MINISTRY OF LEGAL AFFAIRS 22 [Subsidiary] Chap. 79:07 LAWS OF TRINIDAD AND TOBAGO www.legalaffairs.gov.tt Agricultural Development Bank Agr ic ul tu ral D evel opment Bank Rules ARRANGEMENT OF RULES-Continued RULE 23. Notice of Meetings. 24. Notice in. writing of matter brought forward by shareholder for discussion. 25. Busiuess at Annual General Meeting. 26. Special business at Extraordinary Meetings. 27. Chairman of Annual and Extraordinary General Meetings. 28. Conduct of Meetings. 29. Quorum. 30. Manner of voting. 31. Proxy . PART III SHARES IN THE BANK 32. Issue of suueurent of pt ospectux. 33. Application for shares . Allotment of shares Post . Rerum of allotment . 34. Power of Board to limit number of shares to individual members. 35. Share premium account. 36. Redeemable preference shares. 37. Register of shareholders. 38. Regulating the rights of shareholders. 39. No notice of trust equitable future or partial interest in share. JlO. Share certificate. 41. Lien. 42. Calls . 43. Transfer of shares . 44. Transmission of shares on the death of a holder or joint holder. 45. Forfeiture of shares. 46. Conversion of shares into stock. 47. Alteration of capital. 48. Dividend. 49. Accounts . 50. Capitalisation of profits. 51 . Borrowing power~ of the Bunk. 52. Resolution to be passed . 53. Purpose of loan to be stated. 54. Legal expenses to be paid by the Bank. 55. Board members to be notified. 56. Minutes to include resolutions. UPDATED TO DECEMBER 31ST 2009 LAWS OF TJUNlDAD AND TOBAGO MINISTRY OF LEGAL AFFAIRS Agricultural Development Bank www.legalaffairs.gov.tt Chap. 79:07 23 [Suhsldlury] AGRICULTURAL DEVELOPMENT BANK RULES made under sections 27 and 33 105/1969. 160of 19871. 1. These Rules may be cited as the Agricultural Development Citation. Bank Rules. 2. In these Rule s "ordinary resolution" means a resolution passed by a simple majority; "th e Regulation s" means the Agricultural Development Bank Regulations; "share" means share in the share capital of the Bank. PART I MANAGEMENT OF HANK, FUNCTIONS AND POWERS OF THE BOARD, AND GENERAL PROVISIONS Interpretation. 3. The Bank's seal shall be authenticated by the signature of Se"L the Chairman of the Board or in his absence the Acting Chairman. 4. The Bank shall apply its funds for the following purposes: (a) the payment of salaries , fees , remuneration and other allowances of the officers and servants of the Bank; (h ) payment of interest on sums borrowed by the Bank or other credits and repayments of such sums; (c) payment of interest on sums deposited under the terms of section 34(a) of the Act; (d) the making ofloans and advanc es under terms of the Act ; (e) the payment of rate s, taxes, insurance pre miums and other outgoings and of expenses of maintenance and di sposal in connection with lands,buildings or other propert ies which become vested in the Bank; UPDATED TO DECEMBER 31ST 2009 Application of funds. LRD.l/2006 LAWS OF TRINIDAD AND TOBAGO MINISTRY OF LEGAL AFFAIRS www.legalaffairs.gov.tt 24 Chap. 79:07 Agricultural Development Bank [Subsidiary] Financial procedure. Pro cedure at Board meetings. Agr ic ul tu ral D evel opment Bank Rules (/) any overdraft at a commercial or other Bank at which the Bank may have an account; (g) the payment of all other sums and expenses authorised by or incidental to operations under the Act. 5. (1) Every sum payable to the Bank shall be collected and received for and on account of the funds of the Bank and a receipt for any sum paid to the Bank may be signed by an officer of the Bank authorised by the Board generally or specially in that behalf. (2) All payments out of the funds of the Bank shall be made by officers of the Bank authorised by resolution of the Board generally or specially in that behalf. (3) Officers of the Bank generally or specially authorised in that behalf by resolution of the Board may retain in their hands sums as may be specified in that resolution to meet petty disbursements or for immediate payments. (4) Cheques on any banking account of the Bank shall be signed and countersigned by such officers of the Bank as may be generally or specially authorised in that behalfby resolution of the Board. 6. In pursuance of the powers conferred by section 13(5) of the Act the following rules shall apply: (a) the Chairman , or in his absence the Acting Chairman, shall preside at all meetings of the Board; and in the absence of both the Chairman and the Acting Chairman. the members present at a meeting shall elect one of their members to preside at that meeting; (h) the decisions of the Board shall be by a majority of votes; (c) every decision of the Board shall be taken at a meeting or, in cases in which the Chairman so directs, by the recording of the opinions of UPDATED TO DECEMBER 31ST 2009 LAWS OF TJUNlDAD AND TOBAGO MINISTRY OF LEGAL AFFAIRS Agricultural Development Bank Agricultural Development Bank Rules www.legalaffairs.gov.tt Chap. 79:07 25 [Subsld.1ary] members on papers circulated among them and, where papers are circulated, the Chairman may direct that the papers be not circulated to any member who through interest, illness , absence from Trinidad and Tobago or otherwise is, in the opinion of the Chairman, incapacitated from votin g on the papers ; (d) minutes in proper form of each meeting shall be kept by the Secretary and shall be confirmed by the Board and signed by the Chairman or other member pres iding; (e) so long as Government holds a controlling interest in the Bank a certified copy of the minutes of every meeting when confirmed shall be forwarded to the Minister; (f) the provis ions of these rules that apply to general meetings shall, where the Board thinks fit , be applied mutatis mutandis to meetings held by the Board. 7. The Board may by resolution delegate to any of its members or to any officer or officers of The Bank such of iTS powers and duties as it considers expedient to do so. 8. The Board may at any time after the approval of a loan or advance and before the actual payment of the mone y and without assigning any reason therefor cancel or modify its approval and withhold payment of the whole or a portion of the money, or modify the approval of such terms and conditions including those in respect of the interest payable as it thinks fit. 9. (1) The Board ll1ay , in arriving at the valuation of any lands offered as security for a loan or advance under the provisions of the Act, procure information on statutory declaration concerning the lands and determine the valuat ion on the basis of revenue, productive capacity or acreage, among other factors having regard to such information. (2) The Board may nominate or appoint a Valuat ion Authority for the purposes of subrule (I). UPDATED TO DECEMBER 31ST 2009 Delegation of powers of the Board . Cancellation or modification of approval of loan. Determining the valuation of property. LRD.l/2006 MINISTRY OF LEGAL AFFAIRS 26 [Subsidiary] Chap. 79:07 LAWS OF TRINIDAD AND TOBAGO www.legalaffairs.gov.tt Agricultural Development Bank Agr ic ul tu ral D evel opment Bank Rules Req uiremen t for surety. Proof as to means of surety. Leave of members of the Board. Board member or emplo yee or servant of the Hank not to borrow from Bank without Mini ster 's appro val. Managing Director to render full-time service. Supervision of authority of h rn nr-h m~Jn a ep:r durin g training period. Rules for carrying out objects of the Bank . 10. (1) The Board or such officers as are authorised under the Act to approve loans may require a s urety in respect of any loan and such surety shall be a party to an instrument of charge required under the terms of the Act to secure the loan and shall bejointly liable with the borrower for repayment of the principal sum advanced with interest thereon or any outstanding part thereof. (2) The Board may require the surety to furnish to its satisfaction proof as to his means in the manner and to the extent it thinks necessary so as to ensure that the loan is adequately secured. 11. The Minister may, on the application of any member of the Board, grant to such member leave of absence for any period not exceeding six months. 12. A member of the Board or an employee or servant of the Bank shall not become a borrower from the Bank, except with the prior approval of the Minister. 13. Subject to section 14(3) of the Act, any person who is appointed to the post of Managing Director should render full-time service and should not engage in any other business except with the prior permission of the Board. 14. The exercise of authority by the branch managers may be limited hy the Managing Director for good reason during a training period and until he considers the branch manager fully competent to exercise the powers granted to him under the Act. 15. In furtherance of the objects stated in section 6 of the Act, the policy of the Bank shall be as follows: (a) to increase the total productive investment in agriculture both in real terms and in comparison with investments in other sectors of the economy; (b) to increase the productivity of the individual farmer and his actual production of the commodities most needed in the national economy; UPDATED TO DECEMBER 31ST 2009 LAWS OF TJUNlDAD AND TOBAGO MINISTRY OF LEGAL AFFAIRS Agricultural Development Bank Agricultural Development Bank Rules www.legalaffairs.gov.tt Chap. 79:07 27 [Subsld.1ary] (c) to increase the level of employment and earnings among farmers and fishermen with consequent improvement in their levels of living ; (d) to provide both credits and technical assistance in the proportions necessary to the ac hie vement of these ends. 16. (I) Notwithstanding anything to the contrary contained in these Rules, the Bank may demand from a borrower to whom it proposes to make a loan or advance whether on the security or by way of mortgage, charge, ass ignment or polic y, agree ment, Rill of Exchange, promissory note or howsoe ver otherwise the loan or advance maybe secured or made, on a stated day, the principal moneys of the loan or advance with interest thereon in the meantime at a stated rate and thereafter, if and as long as the principal moneys or any part of the loan or advance remains unpaid to demand and receive intere st thereon, at the stated rate by either equal monthly, quarterly, semi-annual or annual payments, the first thereof to be made at the end of one, three, six or twelve calendar month or months, as the case may be, accordingly. (2) Subject as otherwise expressly provided in the Act, a loan or advance made by the Bank to a borrower may carry interest at a rate stated , a year, as may be determined by the Board in the manner provided by subrule (I) provided that the loan or advance may be made by the Bank to a borrower subject to a provision of the repayment of the loan or advance on an amortisation plan by means of a fixed number of monthly, quarterly, semi-annual or annual instalments , sufficient to cover the interest on the loan or advance and such amounts to be applied towards the principal as will extinguish the debt within the agreed period of not more than thirty years . (3) Notwith standing these Rules, the borrower may at any time or times pay off all or any part of the principal money for the time being owing on any loan or advance, provided that upon the payment the interest on the whole principal money for the time being owing computed to the end of the current month be fully UPDATED TO DECEMBER 31ST 2009 Ierms and conditions of loan. Amortisation. LRD.l/2006 MINISTRY OF LEGAL AFFAIRS 28 [Subsidiary] Chap. 79:07 LAWS OF TRINIDAD AND TOBAGO www.legalaffairs.gov.tt Agricultural Development Bank Agr i cul tu ral D evel opment Bank Rules Loans to Agricultural Credit Society. First Schedule of Regulations. Repayment by half-yearly instalments. Enforcement of loan repayment. paid and that interest shall thereafter be payable by the borrower on so much only of the principal money as remains unpaid after the payment. (4) The Bank may (a) at any time accept payment of the whole or any part of the amount representing the principal of a loan or advance and interest thereon computed to the cnd ofthc current month or any fixed sum or payment of the principal of a loan or advance and interest thereon on an amortisation plan, before the time when the payment is due; (b) if payment of any principal sum is made afterthe date for payment expressed in the amortisation plan require that interest shall be paid on the outstanding principal sum up to the time of payment or on such terms and conditions as the Bank may think fit. 17. When a loan is made to an Agricultural Credit Society or to an Agricultural Co-operative Society (a) the loan may be made repayable by instalments in such sums and at such times as the Bank may determine; (b) the so ciety and the Bank shall enter into an agreement for the repayment of the loan and the payment of interest thereon in the form set out in the First Schedule to the Regulations. 18. Every loan with interest at the prescribed rate shall be repaid by the borrower to the Bank within such terms of years as is agreed upon by the borrower and the Bank by payment on 30th June or on 31st December in each year or on both such dates of instalments consisting partly of principal and partly of interest. 19. If any borrower makes default in the repayment of any loan made to him for any of the purposes specified in the Act, the Bank may take such action as may be specified in the charge securing the loan or as may by law be taken by a mortgagee. UPDATED TO DECEMBER 31ST 2009 LAWS OF TJUNlDAD AND TOBAGO MINISTRY OF LEGAL AFFAIRS Agricultural Development Bank Agricultural Development Bank Rules www.legalaffairs.gov.tt Chap. 79:07 29 [Subsld.1ary] 20. The Bank shall keep adequate financial and statistical records, books and other documents to record in detail all transactions takin g place at the head office and branch offices. 21. All transactions or dealin gs in shares under the Act shall be effected by such forms as may be prescribed by the Board. PART II GENERAL MEETINGS O}' SHAREHOLDERS OF THE BANK Books and records. Forms for dealing in shares. TERMS AND CONDITIONS OF EMPLOYMENT 22. (1) An Ordinary General Meeting of Shareholders of Annual General the Bank called the Annual General Meeting shall be convened Meeting. once in every year at such place and at such time as may be specified by the Board. In default of the General Meeting being so held. it sha ll be held in th e month next following. and may be convened in the same manner as Meetings of the Board under section 13 of the Act. (2) The Board may whenever it thinks fit convene any other General Meeting to be called an Extraordinary General Meeting, and such Meetings shall also where Govemment no longer holds a con tro lling interest in the Ban k be con vened on the requisition of holders of one-tenth of the paid-up capital of the Bank and if the Board does not within two months of the deposit of such a requisition convene the Meeting the requisitionists ll1a y thereafter convene it themselves. 23. (I) An Annual General Meeting shall be called by giving at least fourteen days ' noti ce in writing and an Extraordinary General Mee ting shall be called by giving at least twenty-eight days' notice in writing . The notice shall specify the place , the day and the hour of meeting and in case of special bu siness, it is sufficient if the general nature of that business is expressed and notice shall be deemed to be served by the Bank to a member on the date it was posted to him or to his registered address or if he UPDATED TO DECEMBER 31ST 2009 Extmotdinury General Meeting. Nnti .....nf Meetings. LRD.l/2006 MINISTRY OF LEGAL AFFAIRS 30 [Subsidiary] Chap. 79:07 LAWS OF TRINIDAD AND TOBAGO www.legalaffairs.gov.tt Agricultural Development Bank Agr ic ul tu ral D evel opment Bank Rules Notice in writing of matter brought forward by shareholder for di scussion . Business at Annu al General Meeting. Special business at Extraordinary Meetin gs. Chairman of Annual i:UIU Extraordinary General Meetings . Conduct of Meetings. has no registered address within Trinidad and Tobago, to the address supplied by him to the Bank for this purpose or in such other manner, if any, as may be prescribed by the Board, or on the date it was given to him personally. (2) The accidental omission to give notice of a meeting to or the non-receipt of a notice of a meeting by a member shall not invalidate the proceedings at any meeting. 24. A shareholder who desires to bring forward any matter for discussion at an Annual General Meeting shall give notice thereof in writing to the Secretary of the Board at least seven days before the date fixed for the meeting. 25. The Chairman shall at the Annual General Meeting present the Annual Report and review the affairs and operation of the Bank during the preceding year. The Financial Statement, the Audited Accounts of the Bank and the Auditors Report shall also be presented to the meeting. 26. At an Extraordinary General Meeting any business may be transacted and all business shall be deemed special that is transacted at the meetings with the exception of declaring a dividend, the consideration of the accounts, balance sheets, and the ordinary r~pOlt of the Board of Directors anrl the auditors , the election of Board members and other officers. 27. The Chairman of the Board of Directors shall preside as Chairman at every Annual General Meeting and Extraordinary General Meeting of the Bank and if there is no such Chairman, or in his absence or inability to act or if he is not willing to act as Chairman, any member of the Hoard chosen by Hoard members present may do so or failing this the members present shall choose someone of their number to be Chairman. 28. (1) The decision of the Chairman on all points of order or conceming the interpretation of any part of these Rules shall be final and conclusive at any Annual General or Extraordinary General Meeting over which he is presiding. UPDATED TO DECEMBER 31ST 2009 LAWS OF TJUNlDAD AND TOBAGO MINISTRY OF LEGAL AFFAIRS Agricultural Development Bank Agricultural Development Bank Rules www.legalaffairs.gov.tt Chap. 79:07 31 [Subsld.1ary] (2) No motion may be debated unless and until it has been moved and seconded by two shareholders. (3) All speeches shall be strictly limited to moving or supporting or opposing a motion or an amendment regularly before the meeting or to a point of order and shall be addressed to the Chairman of the Meeting. (4) No shareholder shall be allowed to speak on any question after it has been put to the Meeting for a vote to be taken thereon. (5) It shall be the duty of the Chairman to preserve order and to see that procedures arc regularly conducted and he may warn any shareholder disturbing the good order of the Meeting and if that shareho lder persists in so doing the Chairman may require him to withdraw from the Meeting. 29. (I) No business shall be transacted at any General Meeting Quorum. unless a quorum of members is present at the Meeting when the Meeting proceeds to business; save as herein otherwise provided twenty members personally present shall be a quorum. (2) If within half an hour from the time appointed for the meeting a quorum is not present, the meeting, if convened upon the requisition of members, shall be dissolved; in any other case it shall stand adjourned to the same day in the next week, at the same time and place, and if at the adjourned meeting a quorum is not present within half an hour from the time appointed for the meeting the members present shall be a quorum. (3) The Chairman may, with consent of any meeting at which a quorum is present (and shall if so directed by the meeting) adjourn the meeting from time to time but no business shall be transacted at an adjourned meeting other than the business left unfinished at the rueetiug Ir uui which the adjuun uueut ruok place . 30. (I) At any General or Extraordinary General Meeting a resolution put to the vote of the meeting shall be decided on a show of hands, unless a poll is (before or on the declaration of the UPDATED TO DECEMBER 31ST 2009 Manner of voting. LRD.l/2006 LAWS OF TRINIDAD AND TOBAGO MINISTRY OF LEGAL AFFAIRS www.legalaffairs.gov.tt 32 Chap. 79:07 Agricultural Development Bank [Subsidiary] Agr ic ul tu ral D evel opment Bank Rules result of the show of hands) demanded by at least three members present in person or by proxy entitled to vote or by one member or two members so present and entitled, if that member or those two members so present and entitled, together hold not less than fifteen per cent of the paid up capital of the Bank. Unless a poll is so demanded, a declaration by the Chairman that a resolution has, on a show of hands, been carried, or carried unanimously, or by a particular majority or lost, and an entry to that effect in the book of proceedings of the Bank, shall be conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour of, or against, that resolution . (2) If a poll is demanded it shall be taken in such manner as the Chairman directs, and the result of the poll shall be held to be the resolution of the meeting at which the poll was demanded. (3) In case of an equality of votes, whether on a show of hands or on a poll, the Chairman of the meeting at which the show of hands takes place or at which the poll is demanded, shall be entitled to a second or casting vote. (4) A poll demanded on the election of a Chairman or on a question of adjournment shall be taken forthwith. A poll demanded on any other question shall be taken at such time as the Chairman of the meeting directs. (5) On a show of hand s every member present in person shall have one vote. On poll every member shall have one vote for each share of which he is the holder. (6) In the case of joint holders the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders and for this purpose seniority shall be determined by the order in which the names stand in the register of members. (7) No member shall be entitled to vote at any General or Extraordinary General Meeting unless all calls or other sums payable lip to date of the meeting by him in respect of shares in the Bank have been paid. UPDATED TO DECEMBER 31ST 2009 LAWS OF TJUNlDAD AND TOBAGO MINISTRY OF LEGAL AFFAIRS Agricultural Development Bank Agricultural Development Bank Rules www.legalaffairs.gov.tt Chap. 79:07 33 [Subsld.1ary] (8) On a poll votes may be given either personally or by proxy. 31. (I) The instrument appointing a proxy shall be in writi ng Proxy. under the hand of the appointor or of his attorney duly authorised by deed or, if the appointor is a corporation, either under seal or under the hand of an officer or attorney duly authorised. A proxy shall be a shareholder of the Bank. The Minister may appoint a representative not bei ng a shareholder to be a proxy and he shall be entitled to demand a poll and on the poll he shall be entitled to a vote for every share of which Government is the holder. (2) The instrument appointing a proxy and the power of attorney or other authority, if any, under which it is signed or a nora rinlly cert ified ~opy of th at power or authority shall he deposited at the Bank not less than forty-eight hours before the time for holding the meeting or adjourned meeting at which the person named in the instrument proposes to vote, and in default the instrument of proxy shall not be treated as valid. (3) An in strument appointing a proxy may be in the following form or any other form which the Board shall approve: AGRICULTURAL DEVELOPMENT BANK OF TRINIDAD AND TOBAGO APPOINTMENT OF PROXY "1 of being a member of the Agricultural Development Bank of Trinidad and Tobago, hereby appoint .............................................................. of also a member thereof as my proxy to vote for me and on my behalf at the (Ordinary or Annual or Extraordinary as the case may be) General Meeting of the Bank to be held on the day of 20 . Signed this day of 20 ". (4) The instrument appointing a proxy shall be held to confer authority to demand or join in demanding a poll. LRD.l/2006 UPDATED TO DECEMBER 31ST 2009 MINISTRY OF LEGAL AFFAIRS 34 [Subsidiary] Chap. 79:07 LAWS OF TRINIDAD AND TOBAGO www.legalaffairs.gov.tt Agricultural Development Bank Agr ic ul tu ral D evel opment Bank Rules PART 1lI Issue of statement of prm~pectu ~:. Application for shares . Allotment of shares. Post. Re turn of allotment. Po wer of Board to limit number of shares to individual members. SHARES IN THE BANK 32. 0) For the purposes of section 300) of the Act the Bank shall issue a statement or prospectus or other invitation offering to the public the sale of shares in the Bank. (2) The statement or prospectus shall contain such information and particulars as the Board may by resolution determine. (3) The Board may, before the issue of shares to the public, authorise that a specified number of shares in the Bank or such less number as are not taken up by the public by way of subscription be underwritten on such terms and conditions as may be agreed. (4) The Board may if necessary employ a reputable and independent broker or other person or body on such terms, as it may think fit, to proeure the underwriting. 33. (I) An application for shares in the Bank shall be made in writing in the form prescribed and if accepted a letter of allotment of shares shall be sent to the applicant. (2) The allotment shall be made by the Board and shall be effected by a letter of allotment containing such provisions including those in respect of payment and registration of the allottee as the Board may direct. (3) The post shall be the recognised mode of communication of the acceptance or allotment of shares. (4) Returns of allotment shall be prepared in such manner and within such period or periods as the Board may direct and may contain such particulars as the Board may determine including those in respect of the number and nominal amount of shares, the names and addresses of allottees and the amounts paid on the share. 34. The Board may if it thinks necessary limit the number of shares issued to any member or to members generally. UPDATED TO DECEMBER 31ST 2009 LAWS OF TJUNlDAD AND TOBAGO MINISTRY OF LEGAL AFFAIRS Agricultural Development Bank Ag ricu ltura l D evelopm ent Bank Rules www.legalaffairs.gov.tt Chap. 79:07 35 [Subsld.1ary] 35. The Bank may, if it thinks appropriate in consequence of a demand by the public for shores or for expressed reasons, issue shares at a premium and the premiums from such an issue must be trans ferred to an account called "the Share Premium Account". 36. Any share or shares may be issued by the Board on the terms that they are, or at the option of the Bank are liable, to be redeemed on such terms and in such manner as the Board may by Resolution dete rmine. However, shares so issued can only be redeemed (a) if they are fully paid; (h) out of the profits availab le for dividend; (e) out of a fresh issue of shares made for the purpose of redeeming them. Share premium account. Redeemable preference shares. 37. (I) The Bank shall keep an indexed register of Register of shareholders. shareho lders containing (a) the names and addresses of the shareholders; (h) a statement of the shares held by the shareholder, distinguishing each share by its number (if it has one) and the amount paid (or considered as paid) on the shares of each shareholder; (e) the date at which any person was entered in the register as a shareholder and the date at which any person ceased to be a shareholder. (2) The register is prima facie evidence of any matter contained in it, but it may be rectifi ed by the Board on application in writing of any aggrieved shareholder affected by its provisions. 38. (I) Any share in the Bank may be iss ued with such preferred, deferred or other special ri ghts as the Board may think fit. (2) Without preju dice to any special rights conferred on the holders of any shares or class of shares , any share in the Bank may be issued subject to such terms and conditions as the Board may from time to time by ordinary resolution determine. UPDATED TO DECEMBER 31ST 2009 Regulatin g the rights of shareholders. LR D . l /2006 LAWS OF TRINIDAD AND TOBAGO MINISTRY OF LEGAL AFFAIRS www.legalaffairs.gov.tt 36 Chap. 79:07 Agricultural Development Bank [Subsidiary] No notice of trust equitable future or pa rtial interest in share. Share certif icate . Lien . Agr ic ul tu ral D evel opment Bank Rules (3) The holder of every share shall have the right to attend and vote or to appoint a proxy to attend and vote at a general meeting, to be issued with a share certificate under seal, to transfer his shares and to be entitled to proper notice of calls and forfeiture of his shares and to dividends which have been declared for payment. 39. No person shall be recognised by the Bank as holding any share upon any trust, and the Bank shall not be bound by or be compelled in any way to recognise even thereof any equitable, contingent, future or partial interest in any share or any interest in any fractional part of a share or any other rights in respect of any share except an absolute right to the entirety thereof in the registered holder of the share. 40. Every share certificate shall specify the share or shares held by the holder thereof and the amount paid up thereon, but in respect of a share or shares held Jointly by several persons the Bank shall not be bound to issue more than one certificate , and delivery of a certificate for a share to one of several joint holders shall be sufficient delivery to all such holders. 41. (1) The Bank shall have a lien on all shares which are not fully paid for moneys due from the shareholder to the Dank in respect of the shares. (2) The lien may be enforced by the Bank as follows: (a) by withholding dividends on the shares; (b) by declining to register any transfer of the shares; (c) by selling the shares ; (d) in pursuance thereof the Bank may enforce the lien by selling in such manner as the Board thinks fit, any shares on which the Bank has a lien, but no sale shall be made unle ss a sum in respect of which the lien exists is due and payable, nor until the expiration of fourteen day s after a notice in writing, stating and demanding payment of such UPDATED TO DECEMBER 31ST 2009 LAWS OF TJUNlDAD AND TOBAGO MINISTRY OF LEGAL AFFAIRS Agricultural Development Bank Agricultural Development Bank Rules www.legalaffairs.gov.tt Chap. 79:07 37 [Subsld.1ary] part of the amount in respect of which the lien exists as is due and payable, has been given to the registered holder for the time being of the share, or the person entitled thereto by reason of his death or bankruptcy; (e) to give effect to any such sale the Board may authorise some person to transfer the shares sold to the purchaser thereof. The purchaser shall be registered as the holder of the shares comprised in any such transfer, and he shall not be bound to (;,f':f': to the applir-ati nn of the purr- hace m nn fO:Y, nnr shall his title to the shares be effected by any irregularity or invalidity in the proceedings in reference to the sale; (f) the proceeds of the sale shall be received by the Bank and applied in payment of such part of the amount in respect of which the lien exists as is due and payable, and the residue, if any, shall, subject to a like lien for sums not presently payable as existed upon the shares before the sale, be paid to the person entitled to the shares at the date of the sale. 42. (I) The Board may from time to time make calls upon Calls. the members in respect of any moneys unpaid on their shares, but no call shall exceed one-fourth of the nomina l value of the shares or be payable at less than one month from the date fixed for the payment of the last preceding call, and each member shall, subject to receiving at least fourteen days ' notice specifying the time or times and place of payment, pay to the Bank at the time or times and place so specified the amount called on his shares. A call may be revoked or postponed as the Board may determine. (2) A call shall be deemed to have been made at the time when the resolution of the Board authorising the call was passed. (3) The joint holders of a share shall be jointly and severally liable to pay all calls in respect thereof. LRD.l/2006 UPDATED TO DECEMBER 31ST 2009 MINISTRY OF LEGAL AFFAIRS 38 [Subsidiary] Chap. 79:07 LAWS OF TRINIDAD AND TOBAGO www.legalaffairs.gov.tt Agricultural Development Bank Agr ic ul tu ral D evel opment Bank Rules Transfer of shares. (4) If a sum called in respect of a share is not paid before or on the day appointed for payment, the person from whom the sum is due shall pay interest on the sum from the day appointed for payment to the time of actual payment at such rate not exceeding six per cent a year but the Board shall be at liberty to waive payment of the interest wholly or in part. (5) Any sum which by terms of issue of a share becomes payable on any fixed date, whether on account of the nominal value of the share or by way of premium, shall for the purposes of these Rules be deemed to be a call duly made and payable on the date on which by the terms of issue the same becomes payable , and in case of non-payment all the relevant provisions of these Rules as to payment of interest and expenses, forfeiture or otherwise shall apply as if the slim had become payable hy virtue of a call duly made and notified, subject to the provision of the Act. (6) The Board may not, on issue of shares, distinguish between the holders as to the amount of calls to be paid and the times of payment, unless an express arrangement to that effect has been made in writing. (7) The Bank may, if it thinks fit, receive from any member willing to advance the same, all or any part of the moneys uncalled and unpaid upon any shares held by him. 43. (1) The instrument of transfer of any share shall be executed by or on behalf of the transferor and transferee, and the transferor shall be deemed to remain a holder of the share until the name of the transferee is entered in the register of members in respect thereof. (2) Subject to the provisions of the Act shares shall be transferred in the form, specified herein or in any usual or common form which the Board shall approve: "I, A.B., of , in consideration of the sum of . Dollars ($ ) paid to me by C. D ., of .. (he re inaft e r called " the said transferee") do hereby transfer to the said transferee the shares numbered in the Agricultural Development UPDATED TO DECEMBER 31ST 2009 LAWS OF TJUNlDAD AND TOBAGO MINISTRY OF LEGAL AFFAIRS Agricultural Development Bank Agricultural Development Bank Rules www.legalaffairs.gov.tt Chap. 79:07 39 [Subsld.1ary] Bank of Trinidad and Tobago to hold unto the said trans feree subject to the several conditions on which I hold the : j LUTIC ; and I , the suid t ransferee , do hereby agree to take the said shares subject to the terms and conditions aforesaid. As witness whereof we have set our hands the day of ............................. 20 . Witness to Signature Witn ess to Signature Transferor Transferee" (3) The Directors may decline to recognise any instrument of transfer unless (a) the instrument of transfer is accompanied by the certi ficate of the shares to which It relates; and (h) such other evidence as the Board may reasonably require to show the right of the transferor to make the transfer. (4) Registration of a transfer approved by the Board shall not require payment of any stamp duty. (5) If the Board refuses to register a transfer of any shares, it shall within two months after the date on which the transfer was lodged or within seven days of the next Board meeting of the Bank send to the transferee notice of the refusal. (6) The registration of transfers may be suspended during the fourteen day s immediately preceding the ordinary general meeting in each year at such times and for such periods as the Board may from time to time determine, but the registration shall not be suspended for more than thirty days in any year. 44. (I) In the case of death of a member the survivor or survivors where the deceased was a joint holder, and the legal personal representatives of the deceased where he was a sole holder, shall be the only persons recognised by the Bank as having any title to his interest in the shares; but nothing herein contained shall release the ~,t"t~ of " rl~r~",~rl j oint holder for "ny Iiah iliry in r~'p~rt of any share which had been jointly held by him with other persons. UPDATED TO DECEMBER 31ST 2009 Transmission of shares on the death of a holder nr jnint hn lrtf'T LRD.l/2006 LAWS OF TRINIDAD AND TOBAGO MINISTRY OF LEGAL AFFAIRS www.legalaffairs.gov.tt 40 Chap. 79:07 Agricultural Development Bank [Subsidiary] Forfeiture of shares. Agr ic ul tu ral D evel opment Bank Rules (2) Any person becoming entitled to a share in consequence of the death or bankruptcy of a member shall , upon the production to the satisfaction of the Bank of such evidence as it may require, have the right, either to be registered himself or to have the transfer of the share made as the deceased or bankrupt person could have made; but the Board shall in either case have the same right to decline or suspend registration as it would have had in the case of a transfer of the share by the deceased or bankrupt person before the death or bankruptcy. (3) All the limitations, restrictions and provisions of these Rules relating to the right to transfer and the registration of transfers of shares shall be applicable to any such transfer as mentioned above as if the death or bankruptcy of the member had not occurred and transfer were :l transfer signed hy that member, (4) A person becoming entitled to a share by reason of the death or bankruptcy of the holder shall be entitled to the same dividends and other advantages to which he would be entitled if he were the registered holder of the share , except that he shall not, before being registered as a member in respect of the share, be entitled in respect of it to exercise any right conferred by membership in relation to meetings of the Bank. (5) However, the Board may at any time give notice requiring any such person to elect either to be registered himself or to transfer the share, and if the notice is not complied with within ninety days, the Board may thereafter withhold payment of all dividends, bonuses or other moneys payable in respect of the share until the requirements of the notice have been complied with. 45. (I) If a memher fail" to pay any call or instalment of a call on the day appointed for payment thereof, the Board may, at any time thereafter during such time as any part of the call or instalment remains unpaid, direct service of a notice on him requiring payment of so much of the call or instalment as is unpaid, together with any interest if any which may have accrued. (2) The notice shall name a further day (not earlier than the expiration of fourteen days from the date of the notice) on or UPDATED TO DECEMBER 31ST 2009 LAWS OF TJUNlDAD AND TOBAGO MINISTRY OF LEGAL AFFAIRS Agricultural Development Bank Agricultural Development Bank Rules www.legalaffairs.gov.tt Chap. 79:07 41 [Subsld.1ary] before which the payment required by the notice is to be made , and shall state that in the event of non-payment at or before the time appointed the shares in respect of which the call was made will be liable to be forfeited. (3) If the requirements of any such notice as aforesaid are not complied with , any share in respect of which the notice has been given may at any time thereafter, before the payment required by the notice has been made, be forfeited by a resolution of the Board to that effect. (4) A forfeited share m"y h~ snlrl or oth e rw ise n i<pn<~n of on such terms and in such manner as the Board may think fit, and at any time before a sale or disposition the forfeiture may be cance lled nn such terms as the Ronrd th inks fit. (5) A person whose shares have been forfeited shall cease to be a member in respect of the forfeited shares, but shall, notwithstanding, remain liable TOpay TOthe Bank all moneys which, at the date offorfeiture, were payable by him to the Bank in respec t of the shares , but his liability shall cease if and when the Bank has received paymen t in full of all such moneys in respec t of the shares. (6) A statutory declaration in writing that the declarant is a Director or the Secretary of the Bank, and that a share in the Bank has been duly forfeited on a date stated in the declaration, shall be conclusive evidence of the facts therein stated as again st all persons claim ing to be entitled to the share. The Bank may receive the consideration, if any, given for the share on any sale or disposition thereof and may execute a transfer of the share in favour of the person to whom the share is sold or disposed of and he shall thereupon be registered as the holder of the share, and shall not be bound to see to the application of the purchase money, if any, nor shall his title to the share be affected by any irregularity or invalidity in the proceedings, in reference to the forfeiture, sale or disposal of the share. (7) The provision of these Rules as to forfeiture shall apply in the case of non-payment of any sum which, by the LRD.l/2006 UPDATED TO DECEMBER 31ST 2009 LAWS OF TRINIDAD AND TOBAGO MINISTRY OF LEGAL AFFAIRS www.legalaffairs.gov.tt 42 Chap. 79:07 Agricultural Development Bank [Subsidiary] Conversion of shares into stock. A hcra rin u uC capital. Agr ic ul tu ral D evel opment Bank Rules terms of issue of a share, becomes payable at a fixed time, whether on account of the nominal value of the share or by way of premium, as if the same had been payable by virtue of a call duly made and notified. 46. (1) The Board may by ordinary resolution convert any paid-up shares into stock, and reconvert any stock into paid-up shares. (2) The holders of stock may transfer the same, or any part thereof, in the same manner, and subject to the same Rules and Regulations , as the subj ect to which the shares from which the stock arose might previously to conversion have been transferred, or as near thereto as circumstances admit; and the Board may from time to time fix the minimum amount of stock transferable but so that such amount shall not exceed the nominal amount of the shares from which the stock arose. (3) The holders of stock shall, according to the amount of stock held by them, have the same rights, privileges and advantages as regards dividend, voting at meetings of the Bank and other matters as if they held the shares from which the stock arose, but no such privilege or advantage (except participation in the dividends and profits of the Bank) shall be conferred by an amount of sto ck which would not, if existing in shares, have conferred that privilege or advantage. (4) Such of the rules and regulations as are applicable to paid-Up shares shall apply to stock, and the words "share" and "shareholder" therein shall include "stock" and "stockholder". 47. (1) The Board may vary the authorised share capital of the Bank with approval of the Minister by resolution of the Board at any meeting prescribed by the Act. At least fourteen days ' notice in writing of the meeting shall be given and the notice shall specify the nature of the business to be transacted at the meeting. Any such resolution may be rendered invalid by default in service of the notice calling the meeting unless members not served waive service of the notice. UPDATED TO DECEMBER 31ST 2009 LAWS OF TJUNlDAD AND TOBAGO MINISTRY OF LEGAL AFFAIRS Agricultural Development Bank Agricultural Development Bank Rules www.legalaffairs.gov.tt Chap. 79:07 43 [Subsld.1ary] (2) On an increase the new shares shall be subject to the same provision s with reference to the payment of call s, lien, transfer, transmission, forfeiture, and otherwise as the shares in the original share capital. (3) Thc Board may by rcsolution (a ) consolidate and divide all or any of its share capital into shares of larger amount than its existing shares; (b) sub-divide its existing shares, or any of them into shares of smaller amount than is fixed by the Act ; (c ) cancel any shares which . at the date of the passing of the reso lution have not been taken or agreed to be take n by any person. (4) The Board may hefore issue offer new shares to existing shareholders at the date of the offer in proportion , as nearly as the circumstances admit, to the amount of the existing shares to which they are entitled. The offer shall be made by notice specifying the number of shares offered, and limiting a time within which the offer, if not accepted, will be deemed to be declined, and after the expiration of that time , or on the receipt of an intimation from the person to whom the offer is made that he declines to accept the shares offered, the Board may dispose of those shares in such manner as it thinks most beneficial to the Bank. The Board may likewise so dispose of any new shares which (by reason of the ratio which the new shares bear to shares held by persons entitled to an offer of new shares, cannot in the opinion of the Board be conveniently offered in accordance with these Rules. (5) The Board may by resolution reduce its share cap ital and any Capital Redemption Reserve Fund in any manner and with and subject to any incident authorised, and consent required, by law. 48. (I) The Bank in general meeting may declare dividends, Dividend. hut no div ide nd shall exceed the amount recomme nded h y the Board. (2) The Board may from time to time pay to the members such interim dividends as appcar to the directors to be justified by the profits of the Bank. LRD.l/2006 UPDATED TO DECEMBER 31ST 2009 LAWS OF TRINIDAD AND TOBAGO MINISTRY OF LEGAL AFFAIRS www.legalaffairs.gov.tt 44 Chap. 79:07 Agricultural Development Bank [Subsidiary] Agr ic ul tu ral D evel opment Bank Rules (3) No dividend shall be paid otherwise than out of profits. (4) The Board may, before recommending any dividend, set aside out of the profits of the Bank such sums as it thinks proper as a reserve or reserves which shall, at the discretion of the Board, be applicable for meeting any contingencies or for equalising dividend or for any other purpose for which the profits of the Bank may be properly applied, and pending the application may, at the like discretion, either be employed in the business of the Bank or be invested in such investment (other than shares of the Bank) as the Board may from time to time think fit. The Board may also without placing the same to re serve carry forward any profits which it may determine not to divide. (5) Subject to the rights of persons, if any, entitled to shares with special rights as to dividend, all dividends shall be declared and paid according to the amounts paid or credited as paid on the shares in respect whereof the dividend is paid, but no amount paid or credited as paid on a share in advance of calls shall be treated for the purposes of this rule as paid on the share, All dividends shall be apportioned and paid proportionately to the amount paid or credited as paid on the shares during any portion or portions of the period in respect of which the dividend is paid, unless any share is issued on terms providing that it shall rank for dividend as from a particular date when the share shall rank for dividend accordingly. (6) The Board may deduct from any dividend payable to any member all sums of money (if any) payable by him to the Bank on account of calls or otherwise in relation to the shares of the Bank, or to other dealings or transactions with the Bank, at the date of declaration of the dividend. (7) Any general meeting declaring a dividend or bonus may direct payment of the dividend or bonus wholly or partly by the distribution of specific assets and in particular of paid-up shares or stock of the Bank or in anyone or more of such ways, and the Board shall give effect to such resolution and may vest any such specific a ssets a s to it may seem expedient, in manner mentioned above. UPDATED TO DECEMBER 31ST 2009 LAWS OF TJUNlDAD AND TOBAGO MINISTRY OF LEGAL AFFAIRS Agricultural Development Bank Agricultural Development Bank Rules www.legalaffairs.gov.tt Chap. 79:07 45 [Subsld.1ary] (8) Any dividend, interest or other moneys payable in cash in respect of shares may be paid by cheque or warrant or other instrument sent throu gh the post directed to the registered address of the holder or in the case of joint holders, to the registered address of one or more of the joint holders who is first named on the register of members or to such person and to such address as the holder or joint holders may in writing direct. Every such cheque or warrant or other instrument shall be made payable to the order of the person to whom it is sent. Anyone, two or more joint holders may give effectual rece ipts for any dividends, bonuses or other moneys p"y"hl~ in r~<p~rt of the shares h~ l rl hy thern ns joint holders and every such cheque or warrant shall be made payable to the order of the person to whom it is sent or to such other person as the memher or person ent itled or the join t holders , as the case may he, shall direct. (9) No dividend shall bear interest against the Bank. 49. (I) The Board shall cause proper books of account to be Accounts. kept with respect to (a) all sums of money recei ved and expended by the Bank and the matters in respect of which the rece ipt and expenditure takes place; (!J) all dealings and transactions by the Bank; and (c) the assets and liabilities of the Bank. (2) The books of account shall be kept at the Bank or at such other place or places as the Board thinks fit, and shall always be open to the inspection of the Board. (3) The Bo ard shall, from time to time , determine whether and to what extent and at what times and places and under what terms and conditions or rules the accounts and books of the Bank or any of them shall be open to the inspection of members , and no member (not being a director) shall have any right of inspecting any account or book or document of the Bank except as conferred by the Act or regu lat ion thereunder or other rules authorised by the Board. LRD.l/2006 UPDATED TO DECEMBER 31ST 2009 LAWS OF TRINIDAD AND TOBAGO MINISTRY OF LEGAL AFFAIRS www.legalaffairs.gov.tt 46 Chap. 79:07 Agricultural Development Bank [Subsidiary] Capitalisation of profi ts. Agr ic ul tu ral D evel opment Bank Rules (4) The Board shall from time to time as it may prescribe cause to be prepared to be laid before the Bank in general meeting such profit and loss accounts, balance sheets and reports as it may think fit. (5) A copy of every balance sheet (including every document required to be annexed thereto) which is to be laid before the Bank in general meeting together with a copy of the Auditors ' Report shall not less than seven days before the date of the meeting be sent to all persons entitled to receive notices of general meetings of the Bank. (6) The balance sheet must be examined by the Board and signed by the Chairman and one other director or Board member. (7) The books kept, the accounts and the balance sheet must give a true and fair view of the state of affairs of the Bank and explain its transactions. 50. (1) The Bank in general meeting may upon the recommendation of the Board resolve that it is desirable to capitalise any pan of the amount for the time being standing to the credit of any of the Bank's reserve accounts or to the credit of the profit and loss account or otherwise available for distribution, and accordingly that such sum be set free for distribution amongst the members who would have been entitled thereto if distributed by way of a dividend and in the same proportions on condition that the same is not paid in ca sh but is applied either in or towards paying up any amounts for the time being unpaid on any shares held by the members respectively or paying up in full unissued shares or debentures of the Bank to be allotted and distributed credited as fully paid up and amongst such members in the proportion aforesaid, or partly in the one way and partly in the other, and the Board shall give effect to the resolution. (2) However, a share premium account if any and a capital redemption reserve fund may, for the purposes of this rule, only be applied in the paying up of unissued shares to be issued to members of the Bank as fully-paid bonus shares. UPDATED TO DECEMBER 31ST 2009 LAWS OF TJUNlDAD AND TOBAGO MINISTRY OF LEGAL AFFAIRS Agricultural Development Bank Agricultural Development Bank Rules www.legalaffairs.gov.tt Chap. 79:07 47 [Su b sld.1ar y] (3) Whenever such a resolution as aforesaid has been pa ssed, the Board shall make all appropriations and applications of the undivided profits resolved to be capitalised thereby and all allotments and issues of fully-pa id shares or debentures, if any, and generally shall do all acts and things required to give effect there to. The Board may have power to make such provi sions by the issue of fractional certificates or by payment in cash or otherwise as it thinks fit.The Board may also authorise any person to enter on behalf of all the members entitled the reto into an agreement with the Bank providing for the allotment to them respectively, cred ited as fully-paid up, of any further shares or debentures to which they may be entitled upon such caprtalrsauon or (as the case may require) for the pay ment by the Bank on their behalf, by the application thereto of their respective proportions uf the VlufilS resol ved ui be capitalised, uf the amounts UI aHy VaIL of the am ounts remaining unpaid on thei r ex isti ng shares. Any agreement made under such authority shall be effective and binding on all the members. 51. With out prej udice to any of th e powers of the Bank Borrowiof conferred by the Act and in particular by section 34(d) thereof or ~7,~~" 0 the by these Rul es and in parti cular without prejudice to rules 4(f) 160/19871 . and 36, the Bank may borrow money either without security or secured by debentures or debenture stock (perpetual or terminable) mortgage or other security charged on the undertaking or on all or any of the assets of the Bank (both present and future) including uncalled capital; and the Bank may purchase, redeem or pay off any such securities. 52. (I) For the purpose of the exercise of the borrowing po\vers describ ed in rule 51, in the case of ea ch loan trans action, the Board shall (a) pass an ordinary resolution specifying the amount to be borrowed; and (h) state in the resolution the rate of interest at which such amount is to be borrowed and the security , if any, upon which the said loan is to be made to the Bank. UPDATED TO DECEMBER 31ST 2009 Resolu tion to be passed . 100/198 /1. LRD.l/2006 LAWS OF TRINIDAD AND TOBAGO MINISTRY OF LEGAL AFFAIRS www.legalaffairs.gov.tt 48 Chap. 79:07 Agricultural Development Bank [Subsidiary] Pu rpose of Joan TO be stared. [60/1987]. Legal expenses to be paid by the Bank . [60/1 987]. Board mem bers to be notified . [60/1 987]. Minu tes to include resolutions. [60/1 987]. Agr ic ul tu ral D evel opment Bank Rules (2) Where the amount to be borrowed is to be obtained from more than one so urce , the so ur ces shall be identified in the resolution. 53. Every resolution referred to in rule 52 shall also specify the particular purpose for which the amount (whether consisting of more than one sum derived from various sources or not) is being borrowed and where the amount is being borrowed for more than one purpose, the resolution shall specify the purpose to which each portion of the said total amount is to be applied. 54. The said resolution shall provide that all legal expenses incurred in the completion of the borrowing transaction whether by way of payment of legal fees or stamp duty on the giving of any security in connection therewith or the commissioning of any legal advice in connection therewith may be paid by the Bank either out of the proceeds of the loan or otherwise. 55. (I) Each member of the Board shall be notified in writing not less than seven days before the date on which it is proposed to put such a resolution to the Board, of the intention to propose such resolution but it shall be sufficient for the notice to state the total sum to be borrowed and the general purpose of the loan without specifying any of the other details required by rule 52 or 53 to be contained in such resolution. (2) Every such notice shall be deemed to be properly given if sent to or left at the last known address or the usual place of business of the member of the Board. (3) A quorum of the Board shall be valid to pass such a re solution . 56. The minutes of the Meeting of the Board at which the resolution to borrow was passed shall contain the resolution to borrow, signed by the Chairman and such minutes shall be sufficient evidence of the passage of the resolution. UPDATED TO DECEMBER 31ST 2009