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Recent Annual General Meeting questions

After Mar., 2014, a new companies ordinance was effected in

After Mar., 2014, a new companies ordinance was effected in Hong Kong, Cap 622. section 612(2)(a) says that a company is not also required to hold an annual general meeting in accordance with section 610 if the company has only one member.Our company has one shareholder now. The questions are how to write minutes I) to re-appoint directors , 2) re-appoint auditors 3) approve audited account which we did in annual general meeting (AGM) in the previous years as we are not required to hold AGM in this year.Section 396 (3) (a) a company must appoint the auditor of the company for a financial year by a resolution passed at a general meeting if by virtue of section 612(2) , it is not required to hold an AGM in accordance with section 610 in respect of the previous financial year. The Articles 30 of Association of our company require directors retire at the company's AGM and the retired directors can be re-appointed.In previous year , we write a directors' minutes to call an AGM, to note the retire of directors according to 30 Articles of Association & being re-appointed, to note the re-appointment of auditors and to note the available for approval of audited accounts in the forthcoming AGM and sent the related notice. In AGM, we approve the audited account, the directors retired and be re-appointed, and re-appoint the auditor until the conclusion of the next AGM.I want to know the exact wordings in the minutes/ resolutions of how to write the directors' resolutions and shareholder's resolutions which we had done as in the AGM of previous to pass the above issues.

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Law Educator, Esq.

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I was (I resigned over this issue) on the board of directors

I was (I resigned over this issue) on the board of directors of a local 501c3 table tennis club.  during our annual general meeting a group of 8 candidates (the current secretary was not one of the approved candidates, see below) for the upcoming board of directors was approved.  it was agreed that members were to have one week to vote for up to 5 candidates for the board.a few days after the meeting, the secretary with apparent approval from the president, decided that one candidate should not be allowed to run because his annual dues had not been paid.  the candidate not allowed to run is an elderly irascible gentleman in ill health with a history of bad blood with the secretary.  I immediately offered and did pay the elderly gentlman's dues.voting commenced immediately after the meeting.  the candidates were listed with letters a-h adjacent to their names.  we voted by writing the letters associated with each of 5 candidates on a slip of paper and giving it to the president.mid week, the secretary forwarded a new candidate list to the membership with his name replacing the elderly gentleman's in the 'b' position.  as a setting board member, I protested this via email immediately and demanded a correction.  I was denied by the president and secretary and therefore resigned via email.the secretary is well healed and likely to have a large umbrella policy.  the elderly gentleman is not well healed and being an accepted member of the table tennis community is of inordinate value to his mental health.is there a case?

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Asad Rahman

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J.D.

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I want to set up a business with a friend but have only $5k

I want to set up a business with a friend but have only $5k to invest. Before we even start I want to sample test the business first to see if it has potential to grow. At what point should I get a lawyer or clarify our roles/ intricacies of this business with my friend?

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Law Educator, Esq.

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Doug, We have not been served papers but have received a

Hello Doug,We have not been served papers but have received a call from a company claiming to be coming tomorrow for "asset and liability" process. It is my understanding i do not have to allow them to enter the business w/out legal serving. is this correct?

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LawTalk

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Juris Doctor

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In Pennsylvania, When a business is valued using the... When

In Pennsylvania, When a business is valued using the...When a business is valued using the income method by an 51% owner spouse plaintiff vs 49% owner spouse defendant to determine equitable division of marital assets, does that method of valuation disadvantage the defendant claiming double dipping exists?the salary the 51% spouse earns cannot becounted as part of the value as well as used for alimony?I as the defendant 49% owner would like to suggest that my husband buy out my shares at market value, then I would like to request alimony and child support based on his total net income from the business which is his fair market salary plus 100% of the excess value, three times my current net income btwIt has been proposed by my husband that that is double dipping and that since he used s valuator who used the income method, I can only receive alimony based on the lower fair market salary , not his actual total compensation because that has been added back to give the business it's value based only on the income methodIf I get the business valued myself using a valuator who uses the market and assets value methods, woyld it be double dipping to have him buy out my shares and still base alimony and child support on his total excess values which is his actual net income ?Thanks

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Maverick

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I would like to create a private placement memorandum for an

I would like to create a private placement memorandum for an investment fund. Am I legally permitted to just fill-in a template that I found online?

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CalAttorney2

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I am a web designer and created a website, graphic material

I am a web designer and created a website, graphic material (primarily a logo), Facebook page, and email list for my husband's business. There was no contract. The domain name for the website is the same as his business name. He has a sole-proprietor, no trademark. The domain name is ***** ***** my name. The website is hosted on my server. I registered a copyright on the logo in my name.Prior to building the website, I paid $5,000 towards his business start-up fees, as well as $2,000 towards his immigration application. He promised to repay these amounts. I created the website to help him establish himself and our verbal agreement is that once his business began to earn money, he would repay me.He has been earning money for 10 months and he did not repay me.We separated 6 weeks ago.He will not agree to signing our separation agreement, which partly outlines repayments of his debt to me, until I give him sole ownership of the website and marketing material. I have asked for payment towards the website before giving it to him.His lawyer says they will take me to court unless I give him sole ownership of the website. Am I obligated to give it over? What are my rights (copyright, domain name ownership, etc)? Is there a Family Law loophole of which I am not aware?

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Damien Bosco

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What does this mean for admitting evidence? How do you

What does this mean for admitting evidence? How do you submit your findings to the court when Rule 5.2. Says:Filing Requirements(1) Depositions and other original discovery material shall not be filed with the court unless or until required by the provisions of OCGA § 9-11-29.1(a) (1)(5).(2) A party serving Interrogatories, Requests for Production of Documents, Requests for Admission and Answers or responses thereto upon counsel, a party or a non party shall file with the court a certificate indicating the pleading which was served, the date of service (or that the same has been delivered for service with the summons) and the persons served.

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CalAttorney2

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I did a bathroom remodeling for a customer who has not paid

I did a bathroom remodeling for a customer who has not paid me. The work was done without permits at the homeowners request and niw I'm concerned about the potential for them to sue me for doing the work without a permit if I file for a mechanics lean or bring them to small claims court.JA: Because laws vary from place to place, can you tell me what state this is in?Customer: IllinoisJA: Have you talked to a lawyer yet?Customer: NoJA: Anything else you think the lawyer should know?Customer: I am owed just under $4000

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Damien Bosco

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