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Commodities Board (Amendment) Act 1989

TONGA

COMMODITIES BOARD (AMENDMENT) ACT 1989

No. 16 of 1989.

I assent,
TAUFA'AHAU TUPOU IV.
18th October, 1989.

AN ACT

TO AMEND THE COMMODITIES BOARD ACT 1973

[21st September, 1989.]

BE IT ENACTED by the King and Legislative Assembly of Tonga in the Legislature of the Kingdom as follows:

1. - (1) This Act may be cited as the Commodities Board (Amendment) Act 1989.

(2) The Commodities Board Act 1973, as amended, is in this Act referred to as the Principal Act.

2. Section 6 of the Principal Act is deleted and replaced by the following:

"6. - (1)

• (a) The initial authorized capital of the Board is five million pa'anga (T$5,000,000) divided into 500,000 shares of ten pa'anga (T$10) each.
• (b) No shareholder shall be liable to contribute to the debts or liabilities of the Board any sum exceeding the amount (if any) for the time being unpaid on the shares held by such shareholder.

(2) The Board of Directors shall consist of 6 directors, appointed by the shareholders at a General Meeting, and the Managing Director appointed under section 9.
(3) The Board shall elect a Chairman of the Board of Directors and determine the period he is to hold that office. The Chairman shall preside at every Board of Directors Meeting at which he is present. If at any meting the Chairman is not present at the meeting, the Directors present may choose one of their members to preside at that meeting.
(4) The Directors shall be paid an annual remuneration as the Board shall determine. Appropriate travelling and other expenses incurred in the course of conducting business for the Board shall be paid to the Directors as the Board may determine.
(5) The Articles of Association as provided under section 36A shall provide for the appointment of alternate directors, the term and cessation of office of directors and such other matters relating to directors not inconsistent with the preceding subsections of this section as the shareholders consider appropriate."

3. Section 7 of the Principal Act is repealed.

4. Sections 2, 9, 10, 11 and 12 of the Principal Act are amended by deleting the word "Director" wherever it appears and replaced with the word "Managing Director."

5. Section 11 of the Principal Act is further amended by deleting the words "all such other officers" and replaced with the words "other senior officers".

6. Section 12(y) of the Principal Act is amended by inserting between the words "any" and "Office" the word "senior".

7. Section 21(1) of the Principal Act is amended by deleting the word "month" and replaced by the word "quarter".

8. Section 24(1) of the Principal Act is deleted and replaced with the following;

"24. (1) A quorum of the Board shall consist of the Chairman, or in his absence, a member appointed by the Board to be the Acting Chairman, plus three other Directors."

9. The Second Schedule and the Third Schedule of the Principal Act are repealed.

10. The Fourth Schedule of the Principal Act is amended:

(a) by deleting the word "Fourth" and replaced by the word "Second";
(b) by deleting the words "Section 9(2)";
(c) by deleting the word "Director" and replaced by the words "Managing Director".

11. The Principal Act is amended by inserting the following section after section 36:

"36A. (1) The shareholders of the Board shall provide for Articles of Association of the Board to govern and regulate the operation and management of the Board, and a copy of such Articles subscribed by the shareholders shall be lodged with the Registrar of Companies.
(2) When registered the Articles shall bind the Board and the shareholders thereof to the same extent as if they respectively had been signed and sealed by each shareholder and contained covenants on the part of each shareholder to observe all the provisions of the Articles.
(3) The Board may at any time by resolution alter or add to its Articles of Association and such alteration or addition shall be notified to the Registrar of Companies. Such alteration or addition shall be as valid as if originally contained in the Articles of Association and be subject in like manner to alteration."

Passed in the Legislative Assembly this 21st day of September, 1989.