exv4w3






Exhibit 4.3




BYE-LAWS




OF



WEATHERFORD INTERNATIONAL LTD.



 









 





TABLE OF CONTENTS




INTERPRETATION





	1.	 	Definitions	1





SHARES





	2.	 	Power to Issue Shares	2






	3.	 	Power of the Company to Purchase its Shares	3






	4.	 	Rights Attaching to Shares	3






	5.	 	Calls on Shares	3






	6.	 	Prohibition on Financial Assistance	4






	7.	 	Forfeiture of Shares	4






	8.	 	Share Certificates	5






	9.	 	Fractional Shares	5





REGISTRATION OF SHARES





	10.	 	Register of Members	5






	11.	 	Registered Holder Absolute Owner	6






	12.	 	Transfer of Registered Shares	6






	13.	 	Transmission of Registered Shares	7





ALTERATION OF SHARE CAPITAL





	14.	 	Power to Alter Capital	8






	15.	 	Variation of Rights Attaching to Shares	8





DIVIDENDS AND CAPITALISATION





	16.	 	Dividends	8






	17.	 	Power to Set Aside Profits	9






	18.	 	Method of Payment	9






	19.	 	Capitalisation	9





MEETINGS OF MEMBERS





	20.	 	Annual General Meetings	10






	21.	 	Special General Meetings	10






	22.	 	Requisitioned General Meetings	10






	23.	 	Notice	10






	24.	 	Giving Notice and Access	11






	25.	 	Postponement of General Meeting	11






	26.	 	Electronic Participation in Meetings	12






	27.	 	Quorum at General Meetings	12






	28.	 	Chairman to Preside at General Meetings	12






	29.	 	Voting on Resolutions	12






	30.	 	Power to Demand a Vote on a Poll	13






	31.	 	Voting by Joint Holders of Shares	14






	32.	 	Instrument of Proxy	14






	33.	 	Representation of Corporate Member	15






	34.	 	Adjournment of General Meeting	15






	35.	 	Written Resolutions	15






	36.	 	Directors Attendance at General Meetings	16





DIRECTORS AND OFFICERS





	37.	 	Election of Directors	16






	38.	 	Number of Directors	16






	39.	 	Term of Office of Directors	17






	40.	 	Alternate Directors	17






	41.	 	Removal of Directors	17






	42.	 	Vacancy in the Office of Director	18






	43.	 	Remuneration of Directors	18






	44.	 	Defect in Appointment	18






	45.	 	Directors to Manage Business	18






	46.	 	Powers of the Board of Directors	19






	47.	 	Register of Directors and Officers	20






	48.	 	Appointment of Officers	20






	49.	 	Appointment of Secretary	20






	50.	 	Duties of Officers	20






	51.	 	Remuneration of Officers	20






	52.	 	Conflicts of Interest	20






	53.	 	Indemnification and Exculpation of Directors and Officers	21





MEETINGS OF THE BOARD OF DIRECTORS





	54.	 	Board Meetings	22






	55.	 	Notice of Board Meetings	22






	56.	 	Electronic Participation in Meetings	22






	57.	 	Quorum at Board Meetings	22






	58.	 	Board to Continue in the Event of Vacancy	22






	59.	 	Chairman to Preside	22






	60.	 	Written Resolutions	23






	61.	 	Validity of Prior Acts of the Board	23





CORPORATE RECORDS





	62.	 	Minutes	23






	63.	 	Place Where Corporate Records Kept	23






	64.	 	Form and Use of Seal	23





ACCOUNTS





	65.	 	Books of Account	24






	66.	 	Financial Year End	24





AUDITS





	67.	 	Annual Audit	24






	68.	 	Appointment of Auditor	24






	69.	 	Remuneration of Auditor	24






	70.	 	Duties of Auditor	25






	71.	 	Access to Records	25






	72.	 	Financial Statements	25






	73.	 	Distribution of Auditor’s Report	25






	74.	 	Vacancy in the Office of Auditor	25





VOLUNTARY WINDING-UP AND DISSOLUTION





	75.	 	Winding-Up	25





CHANGES TO CONSTITUTION





	76.	 	Changes to Bye-laws	26






	77.	 	Changes to the Memorandum of Association	26






	78.	 	Discontinuance	26









 









 








			
	 	 	 
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INTERPRETATION





	1.	 	Definitions






	 	1.1	 	In these Bye-laws, the following words and expressions shall, where not
inconsistent with the context, have the following meanings, respectively:





	 	 	 

	Act

	 	the Companies Act 1981 as amended from time to time;
	 
	 	 
	Alternate Director

	 	an alternate director appointed in accordance with these Bye-laws;
	 
	 	 
	Auditor

	 	includes an individual or partnership;
	 
	 	 
	Board

	 	the board of directors appointed or elected pursuant to these
Bye-laws and acting by resolution in accordance with the Act and these Bye-laws
or the directors present at a meeting of directors at which there is a quorum;
	 
	 	 
	Company

	 	the company for which these Bye-laws are approved and confirmed;
	 
	 	 
	Director

	 	a director of the Company and shall include an Alternate Director;
	 
	 	 
	Member

	 	the person registered in the Register of Members as the holder of shares in
the Company and, when two or more persons are so registered as joint holders of
shares, means the person whose name stands first in the Register of Members as
one of such joint holders or all of such persons, as the context so requires;
	 
	 	 
	notice

	 	written notice as further provided in these Bye-laws unless otherwise
specifically stated;
	 
	 	 
	Officer

	 	any person appointed by the Board to hold an office in the Company;
	 
	 	 
	Register of Directors and Officers

	 	the register of directors and officers referred to
in these Bye-laws;
	 
	 	 
	Register of Members

	 	the register of members referred to in these Bye-laws;






 









 






			
	 	 	 
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	Resident Representative

	 	any person appointed to act as resident representative and
includes any deputy or assistant resident representative;
	 
	 	 
	Secretary

	 	the person appointed to perform any or all of the duties of secretary of
the Company and includes any deputy or assistant secretary and any person
appointed by the Board to perform any of the duties of the Secretary; and
	 
	 	 
	Treasury Share

	 	a share of the Company that was or is treated as having been acquired
and held by the Company and has been held continuously by the Company since it
was so acquired and has not been cancelled.







	1.2	 	In these Bye-laws, where not inconsistent with the context:






	 	(a)	 	words denoting the plural number include the singular number and
vice versa;
	 
	 	(b)	 	words denoting the masculine gender include the feminine and
neuter genders;
	 
	 	(c)	 	words importing persons include companies, associations or bodies
of persons whether corporate or not;
	 
	 	(d)	 	the words:






	 	(i)	 	“may” shall be construed as permissive; and
	 
	 	(ii)	 	“shall” shall be construed as imperative; and






	 	(e)	 	unless otherwise provided herein, words or expressions defined in
the Act shall bear the same meaning in these Bye-laws.






	1.3	 	In these Bye-laws expressions referring to writing or its cognates shall,
unless the contrary intention appears, include facsimile, printing, lithography,
photography, electronic mail and other modes of representing words in visible form.
	 
	1.4	 	Headings used in these Bye-laws are for convenience only and are not to be used
or relied upon in the construction hereof.





SHARES





	2.	 	Power to Issue Shares






	 	2.1	 	Subject to these Bye-laws and to any resolution of the Members to the contrary,
and without prejudice to any special rights previously conferred on the holders of any
existing shares or class of shares, the Board shall have the power to issue any
unissued shares on such terms and conditions as it may determine and any shares or
class of shares may be issued with such preferred, deferred or other special rights or
such restrictions, whether in




 









 











			
	 	 	 
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	 	 	 	regard to dividend, voting, return of capital, or otherwise as the Company may by
resolution of the Members prescribe.
	 
	 	2.2	 	Subject to the Act, any preference shares may be issued or converted into shares that (at a determinable date or at the option of the Company or the holder) are
liable to be redeemed on such terms and in such manner as may be determined by the
Board (before the issue or conversion).






	3.	 	Power of the Company to Purchase its Shares






	 	3.1	 	The Company may purchase its own shares for cancellation or acquire them as
Treasury Shares in accordance with the Act on such terms as the Board shall think fit.
	 
	 	3.2	 	The Board may exercise all the powers of the Company to purchase or acquire all
or any part of its own shares in accordance with the Act.






	4.	 	Rights Attaching to Shares






	 	4.1	 	Subject to any resolution of the Members to the contrary (and without prejudice
to any special rights conferred thereby on the holders of any other shares or class of shares), the share capital shall be divided into shares of a single class the holders
of which shall, subject to these Bye-laws:






	 	(a)	 	be entitled to one vote per share;
	 
	 	(b)	 	be entitled to such dividends as the Board may from time to time
declare;
	 
	 	(c)	 	in the event of a winding-up or dissolution of the Company,
whether voluntary or involuntary or for the purpose of a reorganisation or
otherwise or upon any distribution of capital, be entitled to the surplus assets
of the Company; and
	 
	 	(d)	 	generally be entitled to enjoy all of the rights attaching to shares.






	 	4.2	 	All the rights attaching to a Treasury Share shall be suspended and shall not
be exercised by the Company while it holds such Treasury Share and, except where
required by the Act, all Treasury Shares shall be excluded from the calculation of any
percentage or fraction of the share capital, or shares, of the Company.






	5.	 	Calls on Shares






	 	5.1	 	The Board may make such calls as it thinks fit upon the Members in respect of
any moneys (whether in respect of nominal value or premium) unpaid on the shares
allotted to or held by such Members and, if a call is not paid on or before the day
appointed for payment thereof, the Member may at the discretion of the Board be liable
to pay the Company interest on the amount of such call at such rate as the Board may
determine, from the date when such call was payable up to the actual date of payment.
The Board may differentiate between the holders as to the amount of calls to be paid
and the times of payment of such calls.




 









 











			
	 	 	 
	Weatherford International Ltd.
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	 	5.2	 	The joint holders of a share shall be jointly and severally liable to pay all
calls and any interest, costs and expenses in respect thereof.
	 
	 	5.3	 	The Company may accept from any Member the whole or a part of the amount
remaining unpaid on any shares held by him, although no part of that amount has been
called up.






	6.	 	Prohibition on Financial Assistance
	 
	 	 	The Company shall not give, whether directly or indirectly, whether by means of loan,
guarantee, provision of security or otherwise, any financial assistance for the purpose of
the acquisition or proposed acquisition by any person of any shares in the Company, but
nothing in this Bye-law shall prohibit transactions permitted under the Act.
	 
	7.	 	Forfeiture of Shares






	 	7.1	 	If any Member fails to pay, on the day appointed for payment thereof, any call
in respect of any share allotted to or held by such Member, the Board may, at any time
thereafter during such time as the call remains unpaid, direct the Secretary to forward
such Member a notice in writing in the form, or as near thereto as circumstances admit,
of the following:





Notice of Liability to Forfeiture for Non-Payment of Call

Weatherford International Ltd. (the “Company”)





	 	 	 	You have failed to pay the call of [amount of call] made on the [ ]
day of [ ], 200[ ], in respect of the [number] share(s) [number in
figures] standing in your name in the Register of Members of the
Company, on the [ ] day of [ ], 200[ ], the day appointed for payment
of such call. You are hereby notified that unless you pay such call
together with interest thereon at the rate of [ ] per annum computed
from the said [ ] day of [ ], 200[ ] at the registered office of the
Company the share(s) will be liable to be forfeited.
	 
	 	 	 	Dated this [ ] day of [ ], 200[ ]







	 	 	 	[Signature of Secretary] By Order of the Board
	 
	 	7.2	 	If the requirements of such notice are not complied with, any such share may at any
time thereafter before the payment of such call and the interest due in respect thereof
be forfeited by a resolution of the Board to that effect, and such share shall
thereupon become the property of the Company and may be disposed of as the Board shall
determine. Without limiting the generality of the foregoing, the disposal may take
place by sale, repurchase, redemption or any other method of disposal permitted by and
consistent with these Bye-laws and the Act.
	 
	 	7.3	 	A Member whose share or shares have been so forfeited shall, notwithstanding
such forfeiture, be liable to pay to the Company all calls owing on such share or
 shares at the




 









 











			
	 	 	 
	Weatherford International Ltd.
	 	Page 5







	 	 	 	time of the forfeiture, together with all interest due thereon and any costs and
expenses incurred by the Company in connection therewith.
	 
	 	7.4	 	The Board may accept the surrender of any shares which it is in a position to
forfeit on such terms and conditions as may be agreed. Subject to those terms and
conditions, a surrendered share shall be treated as if it had been forfeited.






	8.	 	Share Certificates






	 	8.1	 	Every Member shall be entitled to a certificate under the common seal (or a
facsimile thereof) of the Company or bearing the signature (or a facsimile thereof) of
a Director or the Secretary or a person expressly authorised to sign specifying the
number and, where appropriate, the class of shares held by such Member and whether the
same are fully paid up and, if not, specifying the amount paid on such shares. The
Board may by resolution determine, either generally or in a particular case, that any
or all signatures on certificates may be printed thereon or affixed by mechanical
means.
	 
	 	8.2	 	The Company shall be under no obligation to complete and deliver a share
certificate unless specifically called upon to do so by the person to whom the shares
have been allotted.
	 
	 	8.3	 	If any share certificate shall be proved to the satisfaction of the Board to
have been worn out, lost, mislaid, or destroyed the Board may cause a new certificate
to be issued and request an indemnity for the lost certificate if it sees fit.






	9.	 	Fractional Shares
	 
	 	 	The Company may issue its shares in fractional denominations and deal with such fractions to
the same extent as its whole shares and shares in fractional denominations shall have in
proportion to the respective fractions represented thereby all of the rights of whole shares
including (but without limiting the generality of the foregoing) the right to vote, to
receive dividends and distributions and to participate in a winding-up.





REGISTRATION OF SHARES





	10.	 	Register of Members






	 	10.1	 	The Board shall cause to be kept in one or more books a Register of Members and
shall enter therein the particulars required by the Act.
	 
	 	10.2	 	The Register of Members shall be open to inspection without charge at the
registered office of the Company on every business day, subject to such reasonable
restrictions as the Board may impose, so that not less than two hours in each business
day be allowed for inspection. The Register of Members may, after notice has been
given in accordance with the Act, be closed for any time or times not exceeding in the
whole thirty days in each year.





 









 





			
	 	 	 
	Weatherford International Ltd.
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	11.	 	Registered Holder Absolute Owner
	 
	 	 	The Company shall be entitled to treat the registered holder of any share as the absolute
owner thereof and accordingly shall not be bound to recognise any equitable claim or other
claim to, or interest in, such share on the part of any other person.
	 
	12.	 	Transfer of Registered Shares






	 	12.1	 	An instrument of transfer shall be in writing in the form of the following, or
as near thereto as circumstances admit, or in such other form as the Board may accept:





Transfer of a Share or Shares

Weatherford International Ltd. (the “Company”)





	 	 	 	FOR VALUE RECEIVED                      [amount], I, [name of transferor] hereby
sell, assign and transfer unto [transferee] of [address], [number] shares of the Company.
	 
	 	 	 	DATED this [ ] day of [ ], 200[ ]





	 	 	 	 	 

	 

	 	Signed by:
	 	In the presence of:
	 
	 	 	 	 
	 

	 	 
	 	 
	 

	 	Transferor
	 	Witness
	 
	 	 	 	 
	 

	 	 
	 	 
	 

	 	Transferee
	 	Witness







	 	12.2	 	Such instrument of transfer shall be signed by or on behalf of the transferor and
transferee, provided that, in the case of a fully paid share, the Board may accept the
instrument signed by or on behalf of the transferor alone. The transferor shall be
deemed to remain the holder of such share until the same has been registered as having
been transferred to the transferee in the Register of Members.
	 
	 	12.3	 	The Board may refuse to recognise any instrument of transfer unless it is
accompanied by the certificate in respect of the shares to which it relates and by such
other evidence as the Board may reasonably require to show the right of the transferor
to make the transfer.
	 
	 	12.4	 	The joint holders of any share may transfer such share to one or more of such
joint holders, and the surviving holder or holders of any share previously held by them
jointly with a deceased Member may transfer any such share to the executors or
administrators of such deceased Member.
	 
	 	12.5	 	The Board may in its absolute discretion and without assigning any reason
therefor refuse to register the transfer of a share. The Board shall refuse to
register a transfer unless all applicable consents, authorisations and permissions of
any governmental body or agency in Bermuda have been obtained. If the Board refuses to
register a transfer of any share the Secretary shall, within three months after the
date on which the transfer was lodged with the Company, send to the transferor and
transferee notice of the refusal.






 












 





			
	 	 	 
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	13.	 	Transmission of Registered Shares






	 	13.1	 	In the case of the death of a Member, the survivor or survivors where the
deceased Member was a joint holder, and the legal personal representatives of the
deceased Member where the deceased Member was a sole holder, shall be the only persons
recognised by the Company as having any title to the deceased Member’s interest in the
shares. Nothing herein contained shall release the estate of a deceased joint holder
from any liability in respect of any share which had been jointly held by such deceased
Member with other persons. Subject to the Act, for the purpose of this Bye-law, legal
personal representative means the executor or administrator of a deceased Member or
such other person as the Board may, in its absolute discretion, decide as being
properly authorised to deal with the shares of a deceased Member.
	 
	 	13.2	 	Any person becoming entitled to a share in consequence of the death or
bankruptcy of any Member may be registered as a Member upon such evidence as the Board
may deem sufficient or may elect to nominate some person to be registered as a
transferee of such share, and in such case the person becoming entitled shall execute
in favour of such nominee an instrument of transfer in writing in the form, or as near
thereto as circumstances admit, of the following:





Transfer by a Person Becoming Entitled on Death/Bankruptcy of a Member

Weatherford International Ltd. (the “Company”)





	 	 	 	I/We, having become entitled in consequence of the [death/bankruptcy] of
[name and address of deceased/bankrupt Member] to [number] share(s) standing
in the Register of Members of the Company in the name of the said [name of
deceased/bankrupt Member] instead of being registered myself/ourselves, elect
to have [name of transferee] (the “Transferee”) registered as a transferee of
such share(s) and I/we do hereby accordingly transfer the said share(s) to
the Transferee to hold the same unto the Transferee, his or her executors,
administrators and assigns, subject to the conditions on which the same were
held at the time of the execution hereof; and the Transferee does hereby
agree to take the said share(s) subject to the same conditions.
	 
	 	 	 	DATED this [ ] day of [ ], 200[ ]





	 	 	 	 	 	 	 	 	 

	 

	 	Signed by:
	 	 	 	In the presence of:	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 

Transferor
	 	 
	 	 

Witness
	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 

Transferee
	 	 
	 	 

Witness
	 	 







	 	13.3	 	On the presentation of the foregoing materials to the Board, accompanied by such
evidence as the Board may require to prove the title of the transferor, the transferee
shall be registered as a Member. Notwithstanding the foregoing, the Board shall, in
any case, have the same right to decline or suspend registration as it would have had
in the case of




 









 











			
	 	 	 
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	 	Page 8







	 	 	 	a transfer of the share by that Member before such Member’s death or
bankruptcy, as the case may be.
	 
	 	13.4	 	Where two or more persons are registered as joint holders of a share or shares,
then in the event of the death of any joint holder or holders the remaining joint
holder or holders shall be absolutely entitled to such share or shares and the Company
shall recognise no claim in respect of the estate of any joint holder except in the
case of the last survivor of such joint holders.





ALTERATION OF SHARE CAPITAL





	14.	 	Power to Alter Capital






	 	14.1	 	The Company may if authorised by resolution of the Members increase, divide,
consolidate, subdivide, change the currency denomination of, diminish or otherwise
alter or reduce its share capital in any manner permitted by the Act.
	 
	 	14.2	 	Where, on any alteration or reduction of share capital, fractions of shares or
some other difficulty would arise, the Board may deal with or resolve the same in such
manner as it thinks fit.






	15.	 	Variation of Rights Attaching to Shares
	 
	 	 	If, at any time, the share capital is divided into different classes of shares, the rights
attached to any class (unless otherwise provided by the terms of issue of the shares of that
class) may, whether or not the Company is being wound-up, be varied with the consent in
writing of the holders of three-fourths of the issued shares of that class or with the
sanction of a resolution passed by a majority of the votes cast at a separate general
meeting of the holders of the shares of the class at which meeting the necessary quorum
shall be two persons at least holding or representing by proxy one-third of the issued
shares of the class. The rights conferred upon the holders of the shares of any class
issued with preferred or other rights shall not, unless otherwise expressly provided by the
terms of issue of the shares of that class, be deemed to be varied by the creation or issue
of further shares ranking pari passu therewith.





DIVIDENDS AND CAPITALISATION





	16.	 	Dividends






	 	16.1	 	The Board may, subject to these Bye-laws and in accordance with the Act,
declare a dividend to be paid to the Members, in proportion to the number of shares
held by them, and such dividend may be paid in cash or wholly or partly in specie in
which case the Board may fix the value for distribution in specie of any assets. No
unpaid dividend shall bear interest as against the Company.
	 
	 	16.2	 	The Board may fix any date as the record date for determining the Members
entitled to receive any dividend.




 









 











			
	 	 	 
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	 	16.3	 	The Company may pay dividends in proportion to the amount paid up on each share
where a larger amount is paid up on some shares than on others.
	 
	 	16.4	 	The Board may declare and make such other distributions (in cash or in specie)
to the Members as may be lawfully made out of the assets of the Company. No unpaid
distribution shall bear interest as against the Company.






	17.	 	Power to Set Aside Profits
	 
	 	 	The Board may, before declaring a dividend, set aside out of the surplus or profits of the
Company, such amount as it thinks proper as a reserve to be used to meet contingencies or
for equalising dividends or for any other purpose.
	 
	18.	 	Method of Payment






	 	18.1	 	Any dividend, interest, or other moneys payable in cash in respect of the
shares may be paid by cheque or draft sent through the post directed to the Member at
such Member’s address in the Register of Members, or to such person and to such address
as the holder may in writing direct.
	 
	 	18.2	 	In the case of joint holders of shares, any dividend, interest or other moneys
payable in cash in respect of shares may be paid by cheque or draft sent through the
post directed to the address of the holder first named in the Register of Members, or
to such person and to such address as the joint holders may in writing direct. If two
or more persons are registered as joint holders of any shares any one can give an
effectual receipt for any dividend paid in respect of such shares.
	 
	 	18.3	 	The Board may deduct from the dividends or distributions payable to any Member
all moneys due from such Member to the Company on account of calls or otherwise.






	19.	 	Capitalisation






	 	19.1	 	The Board may capitalise any amount for the time being standing to the credit
of any of the Company’s share premium or other reserve accounts or to the credit of the
profit and loss account or otherwise available for distribution by applying such amount
in paying up unissued shares to be allotted as fully paid bonus shares pro rata to the
Members.
	 
	 	19.2	 	The Board may capitalise any amount for the time being standing to the credit
of a reserve account or amounts otherwise available for dividend or distribution by
applying such amounts in paying up in full, partly or nil paid shares of those Members
who would have been entitled to such amounts if they were distributed by way of
dividend or distribution.





 









 





			
	 	 	 
	Weatherford International Ltd.
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MEETINGS OF MEMBERS





	20.	 	Annual General Meetings
	 
	 	 	The annual general meeting shall be held in each year (other than the year of incorporation)
at such time and place as the President or the Chairman (if any) or any two Directors or any
Director and the Secretary or the Board shall appoint.
	 
	21.	 	Special General Meetings
	 
	 	 	The President or the Chairman (if any) or any two Directors or any Director and the
Secretary or the Board may convene a special general meeting whenever in their judgment such
a meeting is necessary.
	 
	22.	 	Requisitioned General Meetings
	 
	 	 	The Board shall, on the requisition of Members holding at the date of the deposit of the
requisition not less than one-tenth of such of the paid-up share capital of the Company as
at the date of the deposit carries the right to vote at general meetings, forthwith proceed
to convene a special general meeting and the provisions of the Act shall apply.
	 
	23.	 	Notice






	 	23.1	 	At least five days’ notice of an annual general meeting shall be given to each
Member entitled to attend and vote thereat, stating the date, place and time at which
the meeting is to be held, that the election of Directors will take place thereat, and
as far as practicable, the other business to be conducted at the meeting.
	 
	 	23.2	 	At least five days’ notice of a special general meeting shall be given to each
Member entitled to attend and vote thereat, stating the date, time, place and the
general nature of the business to be considered at the meeting.
	 
	 	23.3	 	The Board may fix any date as the record date for determining the Members
entitled to receive notice of and to vote at any general meeting.
	 
	 	23.4	 	A general meeting shall, notwithstanding that it is called on shorter notice
than that specified in these Bye-laws, be deemed to have been properly called if it is
so agreed by (i) all the Members entitled to attend and vote thereat in the case of an
annual general meeting; and (ii) by a majority in number of the Members having the
right to attend and vote at the meeting, being a majority together holding not less
than 95% in nominal value of the shares giving a right to attend and vote thereat in
the case of a special general meeting.
	 
	 	23.5	 	The accidental omission to give notice of a general meeting to, or the
non-receipt of a notice of a general meeting by, any person entitled to receive notice
shall not invalidate the proceedings at that meeting.




 









 











			
	 	 	 
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	24.	 	Giving Notice and Access






	 	24.1	 	A notice may be given by the Company to a Member:






	 	(a)	 	by delivering it to such Member in person; or
	 
	 	(b)	 	by sending it by letter mail or courier to such Member’s address
in the Register of Members; or
	 
	 	(c)	 	by transmitting it by electronic means (including facsimile and
electronic mail, but not telephone) in accordance with such directions as may be
given by such Member to the Company for such purpose; or
	 
	 	(d)	 	in accordance with Bye-law 24.4.






	 	24.2	 	Any notice required to be given to a Member shall, with respect to any shares
held jointly by two or more persons, be given to whichever of such persons is named
first in the Register of Members and notice so given shall be sufficient notice to all
the holders of such shares.
	 
	 	24.3	 	Any notice (save for one delivered in accordance with Bye-law 24.4) shall be
deemed to have been served at the time when the same would be delivered in the ordinary
course of transmission and, in proving such service, it shall be sufficient to prove
that the notice was properly addressed and prepaid, if posted, and the time when it was
posted, delivered to the courier, or transmitted by electronic means.
	 
	 	24.4	 	Where a Member indicates his consent (in a form and manner satisfactory to the
Board), to receive information or documents by accessing them on a website rather than
by other means, or receipt in this manner is otherwise permitted by the Act, the Board
may deliver such information or documents by notifying the Member of their availability
and including therein the address of the website, the place on the website where the
information or document may be found, and instructions as to how the information or
document may be accessed on the website.
	 
	 	24.5	 	In the case of information or documents delivered in accordance with Bye-law
24.4, service shall be deemed to have occurred when (i) the Member is notified in
accordance with that Bye-law; and (ii) the information or document is published on the
website.






	25.	 	Postponement of General Meeting
	 
	 	 	The Secretary may postpone any general meeting called in accordance with these Bye-laws
(other than a meeting requisitioned under these Bye-laws) provided that notice of
postponement is given to the Members before the time for such meeting. Fresh notice of the
date, time and place for the postponed meeting shall be given to each Member in accordance
with these Bye-laws.




 









 











			
	 	 	 
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	26.	 	Electronic Participation in Meetings
	 
	 	 	Members may participate in any general meeting by such telephonic, electronic or other
communication facilities or means as permit all persons participating in the meeting to
communicate with each other simultaneously and instantaneously, and participation in such a
meeting shall constitute presence in person at such meeting.
	 
	27.	 	Quorum at General Meetings






	 	27.1	 	At any general meeting two or more persons present in person and representing
in person or by proxy in excess of 50% of the total issued voting shares in the Company
throughout the meeting shall form a quorum for the transaction of business, provided
that if the Company shall at any time have only one Member, one Member present in
person or by proxy shall form a quorum for the transaction of business at any general
meeting held during such time.
	 
	 	27.2	 	If within half an hour from the time appointed for the meeting a quorum is not
present, then, in the case of a meeting convened on a requisition, the meeting shall be
deemed cancelled and, in any other case, the meeting shall stand adjourned to the same
day one week later, at the same time and place or to such other day, time or place as
the Secretary may determine. Unless the meeting is adjourned to a specific date, time
and place announced at the meeting being adjourned, fresh notice of the resumption of
the meeting shall be given to each Member entitled to attend and vote thereat in
accordance with these Bye-laws.






	28.	 	Chairman to Preside at General Meetings
	 
	 	 	Unless otherwise agreed by a majority of those attending and entitled to vote thereat, the
Chairman, if there be one, and if not the President, if there be one, shall act as chairman
at all general meetings at which such person is present. In their absence a chairman shall
be appointed or elected by those present at the meeting and entitled to vote.
	 
	29.	 	Voting on Resolutions






	 	29.1	 	Subject to the Act and these Bye-laws, any question proposed for the
consideration of the Members at any general meeting shall be decided by the affirmative
votes of a majority of the votes cast in accordance with these Bye-laws and in the case
of an equality of votes the resolution shall fail.
	 
	 	29.2	 	No Member shall be entitled to vote at a general meeting unless such Member has
paid all the calls on all shares held by such Member.
	 
	 	29.3	 	At any general meeting a resolution put to the vote of the meeting shall, in
the first instance, be voted upon by a show of hands and, subject to any rights or
restrictions for the time being lawfully attached to any class of shares and subject to
these Bye-laws, every Member present in person and every person holding a valid proxy
at such meeting shall be entitled to one vote and shall cast such vote by raising his
hand.




 









 











			
	 	 	 
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	 	29.4	 	In the event that a Member participates in a general meeting by telephone,
electronic or other communication facilities or means, the chairman of the meeting
shall direct the manner in which such Member may cast his vote on a show of hands.
	 
	 	29.5	 	At any general meeting if an amendment is proposed to any resolution under
consideration and the chairman of the meeting rules on whether or not the proposed
amendment is out of order, the proceedings on the substantive resolution shall not be
invalidated by any error in such ruling.
	 
	 	29.6	 	At any general meeting a declaration by the chairman of the meeting that a
question proposed for consideration 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 a
book containing the minutes of the proceedings of the Company shall, subject to these
Bye-laws, be conclusive evidence of that fact.






	30.	 	Power to Demand a Vote on a Poll






	 	30.1	 	Notwithstanding the foregoing, a poll may be demanded by any of the following
persons:






	 	(a)	 	the chairman of such meeting; or
	 
	 	(b)	 	at least three Members present in person or represented by proxy;
or
	 
	 	(c)	 	any Member or Members present in person or represented by proxy
and holding between them not less than one-tenth of the total voting rights of
all the Members having the right to vote at such meeting; or
	 
	 	(d)	 	any Member or Members present in person or represented by proxy
holding shares in the Company conferring the right to vote at such meeting,
being shares on which an aggregate sum has been paid up equal to not less than
one-tenth of the total amount paid up on all such shares conferring such right.






	 	30.2	 	Where a poll is demanded, subject to any rights or restrictions for the time
being lawfully attached to any class of shares, every person present at such meeting
shall have one vote for each share of which such person is the holder or for which such
person holds a proxy and such vote shall be counted by ballot as described herein, or
in the case of a general meeting at which one or more Members are present by telephone,
electronic or other communication facilities or means, in such manner as the chairman
of the meeting may direct and the result of such poll shall be deemed to be the
resolution of the meeting at which the poll was demanded and shall replace any previous
resolution upon the same matter which has been the subject of a show of hands. A
person entitled to more than one vote need not use all his votes or cast all the votes
he uses in the same way.
	 
	 	30.3	 	A poll demanded for the purpose of electing a chairman of the meeting or on a
question of adjournment shall be taken forthwith. A poll demanded on any other
question shall be taken at such time and in such manner during such meeting as the
chairman (or acting chairman) of the meeting may direct. Any business other than that
upon which a poll has been demanded may be conducted pending the taking of the poll.






 











 





			
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	 	30.4	 	Where a vote is taken by poll, each person physically present and entitled to
vote shall be furnished with a ballot paper on which such person shall record his vote
in such manner as shall be determined at the meeting having regard to the nature of the
question on which the vote is taken, and each ballot paper shall be signed or
initialled or otherwise marked so as to identify the voter and the registered holder in
the case of a proxy. Each person present by telephone, electronic or other
communication facilities or means shall cast his vote in such manner as the chairman
shall direct. At the conclusion of the poll, the ballot papers and votes cast in
accordance with such directions shall be examined and counted by a committee of not
less than two Members or proxy holders appointed by the chairman for the purpose and
the result of the poll shall be declared by the chairman.






	31.	 	Voting by Joint Holders of Shares
	 
	 	 	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.
	 
	32.	 	Instrument of Proxy






	 	32.1	 	An instrument appointing a proxy shall be in writing in substantially the
following form or such other form as the chairman of the meeting shall accept:





Proxy

Weatherford International Ltd. (the “Company”)





	 	 	 	I/We, [insert names here], being a Member of the Company with [number]
shares, HEREBY APPOINT [name] of [address] or failing him, [name] of
[address] to be my/our proxy to vote for me/us at the meeting of the Members
to be held on the [ ] day of [ ], 200[ ] and at any adjournment thereof.
(Any restrictions on voting to be inserted here.)
	 
	 	 	 	Signed this [  ] day of [  ], 200[  ]
	 
	 	 	 	                                        

Member(s)
	 
	 	32.2	 	The instrument appointing a proxy must be received by the Company at the
registered office or at such other place or in such manner as is specified in the
notice convening the meeting or in any instrument of proxy sent out by the Company in
relation to the meeting at which the person named in the instrument appointing a proxy
proposes to vote, and an instrument appointing a proxy which is not received in the
manner so prescribed shall be invalid.
	 
	 	32.3	 	A Member who is the holder of two or more shares may appoint more than one
proxy to represent him and vote on his behalf in respect of different shares.
	 
	 	32.4	 	The decision of the chairman of any general meeting as to the validity of any
appointment of a proxy shall be final.










 









 











			
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	33.	 	Representation of Corporate Member






	 	33.1	 	A corporation which is a Member may, by written instrument, authorise such
person or persons as it thinks fit to act as its representative at any meeting and any
person so authorised shall be entitled to exercise the same powers on behalf of the
corporation which such person represents as that corporation could exercise if it were
an individual Member, and that Member shall be deemed to be present in person at any
such meeting attended by its authorised representative or representatives.
	 
	 	33.2	 	Notwithstanding the foregoing, the chairman of the meeting may accept such
assurances as he thinks fit as to the right of any person to attend and vote at general
meetings on behalf of a corporation which is a Member.






	34.	 	Adjournment of General Meeting
	 
	 	 	The chairman of a general meeting may, with the consent of the Members at any general
meeting at which a quorum is present, and shall if so directed by the meeting, adjourn the
meeting. Unless the meeting is adjourned to a specific date, place and time announced at the
meeting being adjourned, fresh notice of the date, place and time for the resumption of the
adjourned meeting shall be given to each Member entitled to attend and vote thereat in
accordance with these Bye-laws.
	 
	35.	 	Written Resolutions






	 	35.1	 	Subject to these Bye-laws, anything which may be done by resolution of the
Company in general meeting or by resolution of a meeting of any class of the Members
may, without a meeting be done by written resolution in accordance with this Bye-law.
	 
	 	35.2	 	Notice of a written resolution shall be given, and a copy of the resolution
shall be circulated to all Members who would be entitled to attend a meeting and vote
thereon. The accidental omission to give notice to, or the non-receipt of a notice by,
any Member does not invalidate the passing of a resolution.
	 
	 	35.3	 	A written resolution is passed when it is signed by, or in the case of a Member
that is a corporation, on behalf of, the Members who at the date that the notice is
given represent such majority of votes as would be required if the resolution was voted
on at a meeting of Members at which all Members entitled to attend and vote thereat
were present and voting.
	 
	 	35.4	 	A resolution in writing may be signed in any number of counterparts
	 
	 	35.5	 	A resolution in writing made in accordance with this Bye-law is as valid as if
it had been passed by the Company in general meeting or by a meeting of the relevant
class of Members, as the case may be, and any reference in any Bye-law to a meeting at
which a resolution is passed or to Members voting in favour of a resolution shall be
construed accordingly.










 









 











			
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	 	35.6	 	A resolution in writing made in accordance with this Bye-law shall constitute
minutes for the purposes of the Act.
	 
	 	35.7	 	This Bye-law shall not apply to:






	 	(a)	 	a resolution passed to remove an Auditor from office before the
expiration of his term of office; or
	 
	 	(b)	 	a resolution passed for the purpose of removing a Director before
the expiration of his term of office.






	 	35.8	 	For the purposes of this Bye-law, the effective date of the resolution is the
date when the resolution is signed by, or in the case of a Member that is a corporation
whether or not a company within the meaning of the Act, on behalf of, the last Member
whose signature results in the necessary voting majority being achieved and any
reference in any Bye-law to the date of passing of a resolution is, in relation to a
resolution made in accordance with this Bye-law, a reference to such date.






	36.	 	Directors Attendance at General Meetings
	 
	 	 	The Directors shall be entitled to receive notice of, attend and be heard at any general
meeting.





DIRECTORS AND OFFICERS





	37.	 	Election of Directors






	 	37.1	 	The Board of Directors shall be elected or appointed in the first place at the
statutory meeting of the Company and thereafter, except in the case of a casual
vacancy, at the annual general meeting or at any special general meeting called for
that purpose.
	 
	 	37.2	 	At any general meeting the Members may authorise the Board to fill any vacancy
in their number left unfilled at a general meeting.






	38.	 	Number of Directors
	 
	 	 	The Board shall consist of not less than two Directors or such number in excess thereof as
the Members may determine.










 









 











			
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	39.	 	Term of Office of Directors
	 
	 	 	Directors shall hold office for such term as the Members may determine or, in the absence of
such determination, until the next annual general meeting or until their successors are
elected or appointed or their office is otherwise vacated.
	 
	40.	 	Alternate Directors






	 	40.1	 	At any general meeting, the Members may elect a person or persons to act as a
Director in the alternative to any one or more Directors or may authorise the Board to
appoint such Alternate Directors.
	 
	 	40.2	 	Unless the Members otherwise resolve, any Director may appoint a person or
persons to act as a Director in the alternative to himself by notice deposited with the
Secretary. Any person so elected or appointed shall have all the rights and powers of
the Director or Directors for whom such person is appointed in the alternative provided
that such person shall not be counted more than once in determining whether or not a
quorum is present.
	 
	 	40.3	 	An Alternate Director shall be entitled to receive notice of all meetings of
the Board and to attend and vote at any such meeting at which a Director for whom such
Alternate Director was appointed in the alternative is not personally present and
generally to perform at such meeting all the functions of such Director for whom such
Alternate Director was appointed.
	 
	 	40.4	 	An Alternate Director shall cease to be such if the Director for whom he was
appointed to act as a Director in the alternative ceases for any reason to be a
Director, but he may be re-appointed by the Board as an alternate to the person
appointed to fill the vacancy in accordance with these Bye-laws.






	41.	 	Removal of Directors






	 	41.1	 	Subject to any provision to the contrary in these Bye-laws, the Members
entitled to vote for the election of Directors may, at any special general meeting
convened and held in accordance with these Bye-laws, remove a Director provided that
the notice of any such meeting convened for the purpose of removing a Director shall
contain a statement of the intention so to do and be served on such Director not less
than 14 days before the meeting and at such meeting the Director shall be entitled to
be heard on the motion for such Director’s removal.
	 
	 	41.2	 	If a Director is removed from the Board under this Bye-law the Members may fill
the vacancy at the meeting at which such Director is removed. In the absence of such
election or appointment, the Board may fill the vacancy.










 









 











			
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	42.	 	Vacancy in the Office of Director






	 	42.1	 	The office of Director shall be vacated if the Director:






	 	(a)	 	is removed from office pursuant to these Bye-laws or is
prohibited from being a Director by law;
	 
	 	(b)	 	is or becomes bankrupt, or makes any arrangement or composition
with his creditors generally;
	 
	 	(c)	 	is or becomes of unsound mind or dies; or
	 
	 	(d)	 	resigns his office by notice to the Company.






	 	42.2	 	The Board shall have the power to appoint any person as a Director to fill a
vacancy on the Board occurring as a result of the death, disability, disqualification
or resignation of any Director and to appoint an Alternate Director to any Director so
appointed.






	43.	 	Remuneration of Directors
	 
	 	 	The remuneration (if any) of the Directors shall be determined by the Company in general
meeting and shall be deemed to accrue from day to day. The Directors may also be paid all
travel, hotel and other expenses properly incurred by them in attending and returning from
the meetings of the Board, any committee appointed by the Board, general meetings, or in
connection with the business of the Company or their duties as Directors generally.
	 
	44.	 	Defect in Appointment
	 
	 	 	All acts done in good faith by the Board, any Director, a member of a committee appointed by
the Board, any person to whom the Board may have delegated any of its powers, or any person
acting as a Director shall, notwithstanding that it be afterwards discovered that there was
some defect in the appointment of any Director or person acting as aforesaid, or that he
was, or any of them were, disqualified, be as valid as if every such person had been duly
appointed and was qualified to be a Director or act in the relevant capacity.
	 
	45.	 	Directors to Manage Business
	 
	 	 	The business of the Company shall be managed and conducted by the Board. In managing the
business of the Company, the Board may exercise all such powers of the Company as are not,
by the Act or by these Bye-laws, required to be exercised by the Company in general meeting.










 









 











			
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	46.	 	Powers of the Board of Directors
	 
	 	 	The Board may:






	 	(a)	 	appoint, suspend, or remove any manager, secretary, clerk, agent
or employee of the Company and may fix their remuneration and determine their
duties;
	 
	 	(b)	 	exercise all the powers of the Company to borrow money and to
mortgage or charge or otherwise grant a security interest in its undertaking,
property and uncalled capital, or any part thereof, and may issue debentures,
debenture stock and other securities whether outright or as security for any
debt, liability or obligation of the Company or any third party;
	 
	 	(c)	 	appoint one or more Directors to the office of managing director
or chief executive officer of the Company, who shall, subject to the control of
the Board, supervise and administer all of the general business and affairs of
the Company;
	 
	 	(d)	 	appoint a person to act as manager of the Company’s day-to-day
business and may entrust to and confer upon such manager such powers and duties
as it deems appropriate for the transaction or conduct of such business;
	 
	 	(e)	 	by power of attorney, appoint any company, firm, person or body
of persons, whether nominated directly or indirectly by the Board, to be an
attorney of the Company for such purposes and with such powers, authorities and
discretions (not exceeding those vested in or exercisable by the Board) and for
such period and subject to such conditions as it may think fit and any such
power of attorney may contain such provisions for the protection and convenience
of persons dealing with any such attorney as the Board may think fit and may
also authorise any such attorney to sub-delegate all or any of the powers,
authorities and discretions so vested in the attorney;
	 
	 	(f)	 	procure that the Company pays all expenses incurred in promoting
and incorporating the Company;
	 
	 	(g)	 	delegate any of its powers (including the power to sub-delegate)
to a committee of one or more persons appointed by the Board which may consist
partly or entirely of non-Directors, provided that every such committee shall
conform to such directions as the Board shall impose on them and provided
further that the meetings and proceedings of any such committee shall be
governed by the provisions of these Bye-laws regulating the meetings and
proceedings of the Board, so far as the same are applicable and are not
superseded by directions imposed by the Board;
	 
	 	(h)	 	delegate any of its powers (including the power to sub-delegate)
to any person on such terms and in such manner as the Board may see fit;










 









 











			
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	 	(i)	 	present any petition and make any application in connection with
the liquidation or reorganisation of the Company;
	 
	 	(j)	 	in connection with the issue of any share, pay such commission
and brokerage as may be permitted by law; and
	 
	 	(k)	 	authorise any company, firm, person or body of persons to act on
behalf of the Company for any specific purpose and in connection therewith to
execute any deed, agreement, document or instrument on behalf of the Company.






	47.	 	Register of Directors and Officers
	 
	 	 	The Board shall cause to be kept in one or more books at the registered office of the
Company a Register of Directors and Officers and shall enter therein the particulars
required by the Act.
	 
	48.	 	Appointment of Officers
	 
	 	 	The Board may appoint such officers (who may or may not be Directors) as the Board may
determine.
	 
	49.	 	Appointment of Secretary
	 
	 	 	The Secretary shall be appointed by the Board from time to time.
	 
	50.	 	Duties of Officers
	 
	 	 	The Officers shall have such powers and perform such duties in the management, business and
affairs of the Company as may be delegated to them by the Board from time to time.
	 
	51.	 	Remuneration of Officers
	 
	 	 	The Officers shall receive such remuneration as the Board may determine.
	 
	52.	 	Conflicts of Interest






	 	52.1	 	Any Director, or any Director’s firm, partner or any company with whom any
Director is associated, may act in any capacity for, be employed by or render services
to the Company and such Director or such Director’s firm, partner or company shall be
entitled to remuneration as if such Director were not a Director. Nothing herein
contained shall authorise a Director or Director’s firm, partner or company to act as
Auditor to the Company.
	 
	 	52.2	 	A Director who is directly or indirectly interested in a contract or proposed
contract or arrangement with the Company shall declare the nature of such interest as
required by the Act.
	 
	 	52.3	 	Following a declaration being made pursuant to this Bye-law, and unless
disqualified by the chairman of the relevant Board meeting, a Director may vote in
respect of any





 









 





			
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	 	 	 	contract or proposed contract or arrangement in which such Director is interested and
may be counted in the quorum for such meeting.
	 
	53.	 	 	Indemnification and Exculpation of Directors and Officers






	 	53.1	 	The Directors, resident representative, Secretary and other Officers (such term
to include any person appointed to any committee by the Board) for the time being
acting in relation to any of the affairs of the Company or any subsidiary thereof and
the liquidator or trustees (if any) for the time being acting in relation to any of the
affairs of the Company or any subsidiary thereof and every one of them, and their
heirs, executors and administrators, shall be indemnified and secured harmless out of
the assets of the Company from and against all actions, costs, charges, losses, damages
and expenses which they or any of them, their heirs, executors or administrators, shall
or may incur or sustain by or by reason of any act done, concurred in or omitted in or
about the execution of their duty, or supposed duty, or in their respective offices or
trusts, and none of them shall be answerable for the acts, receipts, neglects or
defaults of the others of them or for joining in any receipts for the sake of
conformity, or for any bankers or other persons with whom any moneys or effects
belonging to the Company shall or may be lodged or deposited for safe custody, or for
insufficiency or deficiency of any security upon which any moneys of or belonging to
the Company shall be placed out on or invested, or for any other loss, misfortune or
damage which may happen in the execution of their respective offices or trusts, or in
relation thereto, PROVIDED THAT this indemnity shall not extend to any matter in
respect of any fraud or dishonesty which may attach to any of the said persons. Each
Member agrees to waive any claim or right of action such Member might have, whether
individually or by or in the right of the Company, against any Director or Officer on
account of any action taken by such Director or Officer, or the failure of such
Director or Officer to take any action in the performance of his duties with or for the
Company or any subsidiary thereof, PROVIDED THAT such waiver shall not extend to any
matter in respect of any fraud or dishonesty which may attach to such Director or
Officer.
	 
	 	53.2	 	The Company may purchase and maintain insurance for the benefit of any Director
or Officer against any liability incurred by him under the Act in his capacity as a
Director or Officer or indemnifying such Director or Officer in respect of any loss
arising or liability attaching to him by virtue of any rule of law in respect of any
negligence, default, breach of duty or breach of trust of which the Director or Officer
may be guilty in relation to the Company or any subsidiary thereof.
	 
	 	53.3	 	The Company may advance moneys to a Director or Officer for the costs, charges
and expenses incurred by the Director or Officer in defending any civil or criminal
proceedings against him, on condition that the Director or Officer shall repay the
advance if any allegation of fraud or dishonesty is proved against him.










 









 











			
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MEETINGS OF THE BOARD OF DIRECTORS





	54.	 	Board Meetings
	 
	 	 	The Board may meet for the transaction of business, adjourn and otherwise regulate its
meetings as it sees fit. A resolution put to the vote at a meeting of the Board shall be
carried by the affirmative votes of a majority of the votes cast and in the case of an
equality of votes the resolution shall fail.
	 
	55.	 	Notice of Board Meetings
	 
	 	 	A Director may, and the Secretary on the requisition of a Director shall, at any time summon
a meeting of the Board. Notice of a meeting of the Board shall be deemed to be duly given
to a Director if it is given to such Director verbally (including in person or by telephone)
or otherwise communicated or sent to such Director by post, electronic means or other mode
of representing words in a visible form at such Director’s last known address or in
accordance with any other instructions given by such Director to the Company for this
purpose.
	 
	56.	 	Electronic Participation in Meetings
	 
	 	 	Directors may participate in any meeting by such telephonic, electronic or other
communication facilities or means as permit all persons participating in the meeting to
communicate with each other simultaneously and instantaneously, and participation in such a
meeting shall constitute presence in person at such meeting.
	 
	57.	 	Quorum at Board Meetings
	 
	 	 	The quorum necessary for the transaction of business at a meeting of the Board shall be two
Directors.
	 
	58.	 	Board to Continue in the Event of Vacancy
	 
	 	 	The Board may act notwithstanding any vacancy in its number but, if and so long as its
number is reduced below the number fixed by these Bye-laws as the quorum necessary for the
transaction of business at meetings of the Board, the continuing Directors or Director may
act for the purpose of (i) summoning a general meeting; or (ii) preserving the assets of the
Company.
	 
	59.	 	Chairman to Preside
	 
	 	 	Unless otherwise agreed by a majority of the Directors attending, the Chairman, if there be
one, and if not, the President , if there be one, shall act as chairman at all meetings of
the Board at which such person is present. In their absence a chairman shall be appointed
or elected by the Directors present at the meeting.






 









 








			
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	60.	Written Resolutions







	 	 	A resolution signed by all the Directors, which may be in counterparts, shall be as valid as
if it had been passed at a meeting of the Board duly called and constituted, such resolution
to be effective on the date on which the last Director signs the resolution. For the
purposes of this Bye-law only, “the Directors” shall not include an Alternate Director.
	 
	61.	 	Validity of Prior Acts of the Board
	 
	 	 	No regulation or alteration to these Bye-laws made by the Company in general meeting shall
invalidate any prior act of the Board which would have been valid if that regulation or
alteration had not been made.
	 
	 	 	CORPORATE RECORDS
	 
	62.	 	Minutes
	 
	 	 	The Board shall cause minutes to be duly entered in books provided for the purpose:






	 	(a)	 	of all elections and appointments of Officers;
	 
	 	(b)	 	of the names of the Directors present at each meeting of the
Board and of any committee appointed by the Board; and
	 
	 	(c)	 	of all resolutions and proceedings of general meetings of the
Members, meetings of the Board, meetings of managers and meetings of committees
appointed by the Board.






	63.	 	Place Where Corporate Records Kept
	 
	 	 	Minutes prepared in accordance with the Act and these Bye-laws shall be kept by the
Secretary at the registered office of the Company.
	 
	64.	 	Form and Use of Seal






	 	64.1	 	The Company may adopt a seal in such form as the Board may determine. The
Board may adopt one or more duplicate seals for use in or outside Bermuda.
	 
	 	64.2	 	A seal may, but need not, be affixed to any deed, instrument or document, and
if the seal is to be affixed thereto, it shall be attested by the signature of (i) any
Director, or (ii) any Officer, or (iii) the Secretary, or (iv) any person authorised by
the Board for that purpose.
	 
	 	64.3	 	A Resident Representative may, but need not, affix the seal of the Company to
certify the authenticity of any copies of documents.










 









 











			
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ACCOUNTS





	65.	 	Books of Account






	 	65.1	 	The Board shall cause to be kept proper records of account with respect to all
transactions of the Company and in particular with respect to:






	 	(a)	 	all amounts of money received and expended by the Company and the
matters in respect of which the receipt and expenditure relates;
	 
	 	(b)	 	all sales and purchases of goods by the Company; and
	 
	 	(c)	 	all assets and liabilities of the Company.






	 	65.2	 	Such records of account shall be kept at the registered office of the Company,
or subject to the Act, at such other place as the Board thinks fit and shall be
available for inspection by the Directors during normal business hours.






	66.	 	Financial Year End
	 
	 	 	The financial year end of the Company may be determined by resolution of the Board and
failing such resolution shall be 31st December in each year.





AUDITS





	67.	 	Annual Audit
	 
	 	 	Subject to any rights to waive laying of accounts or appointment of an Auditor pursuant to
the Act, the accounts of the Company shall be audited at least once in every year.
	 
	68.	 	Appointment of Auditor






	 	68.1	 	Subject to the Act, at the annual general meeting or at a subsequent special
general meeting in each year, an independent representative of the Members shall be
appointed by them as Auditor of the accounts of the Company.
	 
	 	68.2	 	The Auditor may be a Member but no Director, Officer or employee of the Company
shall, during his continuance in office, be eligible to act as an Auditor of the
Company.






	69.	 	Remuneration of Auditor
	 
	 	 	Save in the case of an Auditor appointed pursuant to Bye-law 74, the remuneration of the
Auditor shall be fixed by the Company in general meeting or in such manner as the Members
may determine. In the case of an Auditor appointed pursuant to Bye-law 74, the remuneration
of the Auditor shall be fixed by the Board.




 









 











			
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	 	Page 25







	70.	 	Duties of Auditor






	 	70.1	 	The financial statements provided for by these Bye-laws shall be audited by the
Auditor in accordance with generally accepted auditing standards. The Auditor shall
make a written report thereon in accordance with generally accepted auditing standards.
	 
	 	70.2	 	The generally accepted auditing standards referred to in this Bye-law may be
those of a country or jurisdiction other than Bermuda or such other generally accepted
auditing standards as may be provided for in the Act. If so, the financial statements
and the report of the Auditor shall identify the generally accepted auditing standards
used.






	71.	 	Access to Records
	 
	 	 	The Auditor shall at all reasonable times have access to all books kept by the Company and
to all accounts and vouchers relating thereto, and the Auditor may call on the Directors or
Officers for any information in their possession relating to the books or affairs of the
Company.
	 
	72.	 	Financial Statements
	 
	 	 	Subject to any rights to waive laying of accounts pursuant to the Act, financial statements
as required by the Act shall be laid before the Members in general meeting. A resolution in
writing made in accordance with Bye-law 35 receiving, accepting, adopting, approving or
otherwise acknowledging financial statements shall be deemed to be the laying of such
statements before the Members in general meeting.
	 
	73.	 	Distribution of Auditor’s Report
	 
	 	 	The report of the Auditor shall be submitted to the Members in general meeting.
	 
	74.	 	Vacancy in the Office of Auditor
	 
	 	 	The Board may fill any casual vacancy in the office of the auditor.





VOLUNTARY WINDING-UP AND DISSOLUTION





	75.	 	Winding-Up
	 
	 	 	If the Company shall be wound up the liquidator may, with the sanction of a resolution of
the Members, divide amongst the Members in specie or in kind the whole or any part of the
assets of the Company (whether they shall consist of property of the same kind or not) and
may, for such purpose, set such value as he deems fair upon any property to be divided as
aforesaid and may determine how such division shall be carried out as between the Members or
different classes of Members. The liquidator may, with the like sanction, vest the whole or
any part of such assets in the trustees upon such trusts for the benefit of the Members as
the liquidator shall think fit, but so that no Member shall be compelled to accept any
shares or other securities or assets whereon there is any liability.










 









 











			
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CHANGES TO CONSTITUTION





	76.	 	Changes to Bye-laws
	 
	 	 	No Bye-law may be rescinded, altered or amended and no new Bye-law may be made save in
accordance with the Act and until the same has been approved by a resolution of the Board
and by a resolution of the Members.
	 
	77.	 	Changes to the Memorandum of Association
	 
	 	 	No alteration or amendment to the Memorandum of Association may be made save in accordance
with the Act and until same has been approved by a resolution of the Board and by a
resolution of the Members.
	 
	78.	 	Discontinuance
	 
	 	 	The Board may exercise all the powers of the Company to discontinue the Company to a
jurisdiction outside Bermuda pursuant to the Act.