Talk:Transegale Trading Company
[1684 General Meeting] The Transegale Trading Company
The Transegale (Nautical & Maritime Provisioners, Victuallers, Wholesalers & Merchant Venturers) Trading (Derivatives, Dividends & Securities) Company of Brunopolis' trading as 'The Transegale Trading Company
GENERAL MEETING
Sonnuber 7th, 1684 (7.VI.1684) 9:00 a.m
The Conference Suite
Imperial Arms Hotel
Lindström Boulevard, Lindström City
AGENDA
- I. Election of Chairman of the Meeting
- II. Election of the Board of Directors
- III. Adoption of Shareholder Resolutions
- IV. Other Business
- V. Adjournment
The Inaugural Meeting of the Board of Directors of the Company shall take place immediately after the adjournment of the General Meeting.
Michael Maximillian Watson, Frenzyman representing the Principality of Arboria, bearing credentials from the Princess of Arboria, representing the Government of Arboria.
Her Serene and Eminent Imperial Highness The Princess of Arboria, Princess of Molivadia, etc., representing the House of Osman.
Her Serene and Eminent Imperial Highness The Princess of Arboria, Princess of Molivadia, etc., Director of Euran Operations, representing the ESB Group
Dominik Andersen Myrbøl, Deputy Prime Minister of the Autonomous Republic of Normark, representing the Autonomous Republic of Normark (successor-in-interest of the Government of Elijah's Rest and half for the Government of the Elian Union), present. [1500 shares]
Ôe Jun'ichirô, Minister of Trade of the Two Martyrs, successor in interest for half of the Government of the Elian Union, also present. [500 shares]
The Government of the Elian Union: 1,000 shares * Saint Andre Trading Company: 1,000 shares ESB Group: 1,000 shares * The Government of Arboria: 1,000 shares * House of Osman: 1,000 shares * The Government of Elijah's Rest: 1,000 shares *
There being 5,000 shares out of 6,000 shares present, a quorum is present.
In accordance with Article 30 (2) of the Articles of Association: 30.—(1) If the directors have appointed a chairman, the chairman shall chair general meetings if present and willing to do so. (2) If the directors have not appointed a chairman, or if the chairman is unwilling to chair the meeting or is not present within ten minutes of the time at which a meeting was due to start— (a) the directors present, or (b) (if no directors are present), the meeting, must appoint a director or shareholder to chair the meeting, and the appointment of the chairman of the meeting must be the first business of the meeting. (3) The person chairing a meeting in accordance with this article is referred to as “the chairman of the meeting”.
Shareholders ESB Group, House of Osman, and The Government of Arboria move to nominate Her Serene and Eminent Imperial Highness The Princess of Arboria, Princess of Molivadia, etc., as Chairman of the Meeting, by unanimous consent, unless there be any objections, or other nominations.
No objections.
Lady Chairman,
Would you be so kind and furnish us with the Articles of Association and other relevant documentation for this meeting?
There being no objections, the Princess of Arboria is elected Chairman of the meeting.
Staff distributed the following documents to every person present:
Memorandum and Articles of Association: viewtopic.php?f=1483&t=20952&p=158903
Minutes of the Holstein Conference: viewtopic.php?f=1241&t=20962&p=159552
Notice of Award: viewtopic.php?f=180&t=21458&p=161707
Certified copy of the Register of Entities: viewtopic.php?f=963&t=21462&p=161726
Decree of the Council of Arboria bearing date at Fort Nider, 22 Rugaal 1665 (Note Articles 6 and 8) viewtopic.php?f=1022&t=22288&p=166705
Notice of General Meeting for 1676: viewtopic.php?f=1483&t=23287&p=170493
Notice of General Meeting for 1684: viewtopic.php?f=1483&t=23562&p=171278
Minutes of the General Meeting for 1676: viewtopic.php?f=1150&t=23293&p=171283
The next item on our Order of Business is the election of the Board of Directors.
Please note that the Memorandum of Association indicates that
Isabella Simrani-Kalirion shall form the board of directors of the company until the share-holding meeting else decides. With the decease of Isabella Simrani-Kalirion, the Board of Directors of the Company is currently vacant.
Please note Articles 26 and 27 of the Articles of Association: Directors
26. In compliance with Part 2, the number of directors appointed to the Board shall not exceed ten persons nor be less than two persons. 27. No Natural Person that is not a lawful sentient or a Legal Person, may be appointed Director. In this regard, shareholders ESB Group, House of Osman, and The Government of Arboria move to nominate and appoint the following to the Board of Directors:
Her Serene and Eminent Imperial Highness The Princess of Arboria, Princess of Molivadia, etc., Michael Maximillian Watson
Are there any further nominations?
Lady Chairman,
The Government of Normark would like to nominate, with the support of the Government of the Two Martyrs, Her Imperial Highness the Lady Li Raion Naomiai Avon-El Ayreon-Kalirion ibn al-Majeed al-Osman bin Sathrati of Waffel-Paine, Princess of Klaasiya, the Duchess of Hoffenheim, the Marchioness of Sentratera, etc., to the position of director.
The Government of Normark, with the support of the Government of the Two Martyrs, accepts the nominations of Her Serene and Eminent Imperial Highness The Princess of Arboria, Princess of Molivadia, etc., and Mr Michael Maximillian Watson, should the other shareholders accept our nomination of the Princess Li Noamiai.
If the other shareholders are in agreement with a board of directors of 3 persons, we would be in compliance with the Articles, provide for representation of all major shareholders. If there is agreement, we move to consider the three all duly elected, that is the Princesses of Klaasiya and Arboria, and Mr Watson.
Shareholders ESB Group, House of Osman, and The Government of Arboria have moved to nominate and appoint the following to the Board of Directors:
Her Serene and Eminent Imperial Highness The Princess of Arboria, Princess of Molivadia, etc., Michael Maximillian Watson
The Government of Normark, with the support of the Government of the Two Martyrs, has moved to nominate and appoint
Her Imperial Highness the Lady Li Raion Naomiai Avon-El Ayreon-Kalirion ibn al-Majeed al-Osman bin Sathrati of Waffel-Paine, Princess of Klaasiya, the Duchess of Hoffenheim, the Marchioness of Sentratera, etc., to the position of director.
Hearing no objections, the foregoing individuals are duly-elected to the Board of Directors. Congratulations.
I understand that the Board of Directors shall have its inaugural meeting immediately after this shareholder meeting.
Our next order of business are resolutions for the consideration of the shareholders.
In accordance with Article 4 of the Articles of Association: Shareholders’ reserve power
4.—(1) The shareholders may, by special resolution, direct the directors to take, or refrain from taking, specified action. (2) No such special resolution invalidates anything which the directors have done before the passing of the resolution. Shareholders ESB Group, House of Osman, and The Government of Arboria have introduced the following resolutions:
Proposed Resolution No. 1
Resolved by the shareholders of The Transegale (Nautical & Maritime Provisioners, Victuallers, Wholesalers & Merchant Venturers) Trading (Derivatives, Dividends & Securities) Company of Brunopolis' trading as 'The Transegale Trading Company, that the building housing the primary offices of the Company be named The Princess Isabella Plaza in honor of the founder of the Company.
Proposed Resolution No. 2
Resolved by the shareholders of The Transegale (Nautical & Maritime Provisioners, Victuallers, Wholesalers & Merchant Venturers) Trading (Derivatives, Dividends & Securities) Company of Brunopolis' trading as 'The Transegale Trading Company, that the minutes of the 1676 General Meeting be considered approved.
Shareholders ESB Group, House of Osman, and The Government of Arboria, representing 3,000 shares out of the 6,000 shares, vote in favor of both resolutions. What say other shareholders?
Are there further resolutions that other shareholders wish to introduce for the consideration of shareholders at this general meeting?
The governments of Normark and the Two Martyrs vote in favour of the proposed resolutions, and have no proposed resolutions of their own.
Thank you. Do shareholders have other business, discussions, or items to place before the shareholders, before we adjourn the meeting and proceed to the inaugural and organizational meeting of the Board of Directors?
We move to adjourn.
Shareholder ESB Group seconds the motion to adjourn.
There being no objections, the 1684 General Meeting of The Transegale (Nautical & Maritime Provisioners, Victuallers, Wholesalers & Merchant Venturers) Trading (Derivatives, Dividends & Securities) Company of Brunopolis' trading as 'The Transegale Trading Company is adjourned.
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This inaugural meeting of the Board of Directors of The Transegale (Nautical & Maritime Provisioners, Victuallers, Wholesalers & Merchant Venturers) Trading (Derivatives, Dividends & Securities) Company of Brunopolis' trading as 'The Transegale Trading Company is called to order.
Her Serene and Eminent Imperial Highness The Princess of Arboria, Princess of Molivadia, etc., present. Her Imperial Highness the Lady Li Raion Naomiai Avon-El Ayreon-Kalirion ibn al-Majeed al-Osman bin Sathrati of Waffel-Paine, Princess of Klaasiya, the Duchess of Hoffenheim, the Marchioness of Sentratera, etc., present. Michael Maximillian Watson, present.
With all directors present, a quorum is present.
The first order of business is the election of a chairman. Chairing of directors’ meetings
12.—(1) The directors may appoint a director to chair their meetings. (2) The person so appointed for the time being is known as the chairman. (3) The directors may terminate the chairman’s appointment at any time. (4) If the chairman is not participating in a directors’ meeting within ten minutes of the time at which it was to start, the participating directors must appoint one of themselves to chair it.
Are there any nominations?
I'd like to nominate the Princess of Molidavia.
Director Her Imperial Highness the Lady Li Raion Naomiai Avon-El Ayreon-Kalirion ibn al-Majeed al-Osman bin Sathrati of Waffel-Paine, Princess of Klaasiya, the Duchess of Hoffenheim, the Marchioness of Sentratera, etc., nominates Her Serene and Eminent Imperial Highness The Princess of Arboria, Princess of Molivadia, etc., as Chairman.
Seconded by Director Michael Maximillian Watson.
Are there any further nominations?
There being no further nominations, Her Serene and Eminent Imperial Highness The Princess of Arboria, Princess of Molivadia, etc., is duly-elected as Chairman of The Transegale (Nautical & Maritime Provisioners, Victuallers, Wholesalers & Merchant Venturers) Trading (Derivatives, Dividends & Securities) Company of Brunopolis' trading as 'The Transegale Trading Company'.
Our next order of business is the adoption of resolutions of the Board of Directors. Do Directors present have resolutions that they may wish to introduce for the consideration of the Board?
Director Her Imperial Highness the Lady Li Raion Naomiai Avon-El Ayreon-Kalirion ibn al-Majeed al-Osman bin Sathrati of Waffel-Paine, Princess of Klaasiya, the Duchess of Hoffenheim, the Marchioness of Sentratera, etc., has introduced the following resolution and moved for its approval...
...I see that this motion has been duly seconded by Director Michael Maximillian Watson.
The question is on the adoption of the proposed resolution, Resolved, that the Transegale Trading Company shall register its business in the Elwynnese Republic, and set up offices in Konungsheim–Elijah's Rest, Avakair (or New Harbor), and Eliria. All those in favor, please raise your hands.
All those against, please raise your hands.
The ayes have it, there being no objections. The resolution is duly adopted.
Director Michael Maximillian Watson has informed me that he begs leave to introduce and move for the adoption of the following proposed resolutions, Resolved, that the Transegale Trading Company shall register its business in the Republic of Alduria, and set up offices in Punta Santiago and elsewhere in Alduria as deemed appropriate by the Chairman.
Resolved, that the Transegale Trading Company shall register its business in the Unified Governorates of Benacia, and set up offices in Merensk, Sansabury, and elsewhere in the Unified Governorates as deemed appropriate by the Chairman.
Resolved, that the Transegale Trading Company shall register its business in the Kingdom of Ransenar; and set up offices in Goldfield, and elsewhere in the Kingdom as deemed appropriate by the Chairman.
Resolved, that the Transegale Trading Company shall register its business in the Democratic Federation of Sanama; and set up offices in Sanama City, Niyi, Soli, Acquecalde, and elsewhere in the Kingdom as deemed appropriate by the Chairman.
Resolved, that the Transegale Trading Company shall register its business in the Emirate of Sathrati together with the Imperial Dominion of the Marquessate of Zy-Rodun and the Counties of Yardistan, Amity, and Mirioth; and set up offices in Novi Nigrad, Erudition, and elsewhere in the Emirate as deemed appropriate by the Chairman.
Resolved, that the Transegale Trading Company shall register its business in the Wechua Nation; and set up offices in Parap, San Francisco, Judah, and elsewhere in the Wechua Nation as deemed appropriate by the Chairman.
Are there any objections to any of the foregoing proposed resolutions?
Seconded, and passed unanimously.
I move that we appoint a Chief Executive Officer to run the company on behalf of the board.
We duly acknowledge the Notice given that the Government of the Two Martyrs has sold its 500 shares,its half inherited from the government of the Elian Union, to Prince Kir of Shireroth.
Director Her Imperial Highness the Lady Li Raion Naomiai Avon-El Ayreon-Kalirion ibn al-Majeed al-Osman bin Sathrati of Waffel-Paine, Princess of Klaasiya, the Duchess of Hoffenheim, the Marchioness of Sentratera, etc., has moved for the appointment of a Chief Executive Officer to run the company on behalf of the board.
...I see that this motion has been duly seconded by Director Michael Maximillian Watson.
The question is on the adoption of the motion to appoint a Chief Executive Officer to run the company on behalf of the board.
All those in favor, please raise your hands.
All those against, please raise your hands.
The ayes have it, there being no objections.
Are there any nominations for the position of Chief Executive?
Directors,
I nominate Carl Taylor-Citron. Mr Taylor-Citron has a long history of public service and organization. First elected to the Senate of the Elian Union in 1656, he has since then been a legislator and manager of various estates.
Director Her Imperial Highness the Lady Li Raion Naomiai Avon-El Ayreon-Kalirion ibn al-Majeed al-Osman bin Sathrati of Waffel-Paine, Princess of Klaasiya, the Duchess of Hoffenheim, the Marchioness of Sentratera, etc., nominates Carl Taylor-Citron as Chief Executive Officer to run the company on behalf of the Board.
Seconded by Director Michael Maximillian Watson.
Are there any further nominations?
There being no further nominations, Carl Taylor-Citron is duly-elected as Chief Executive Officer of The Transegale (Nautical & Maritime Provisioners, Victuallers, Wholesalers & Merchant Venturers) Trading (Derivatives, Dividends & Securities) Company of Brunopolis' trading as 'The Transegale Trading Company'.
Congratulations.
Is there any further business for the Board of Directors?
