Entire Act

PART 5: FOUNDING MEMBERS AND ORDINARY MEMBERS

23. Founding Members and Ordinary Members

(1) An Incorporated Organisation must have Founding Members and may have Ordinary Members.

(2) The Charter of Organisation of an Incorporated Organisation must define who may become a Founding Member or an Ordinary Member of the Incorporated Organisation.

(3) The initial Founding Members are the Persons who applied for the incorporation of the Incorporated Organisation.

(4) After the incorporation of the Incorporated Organisation, Founding Members are appointed by Special Resolution of the Founding Members

(5) The Founding Members of an Incorporated Organisation must, in Exercising their Functions, act honestly, in good faith and in the best interest of the Incorporated Organisation and must exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances.

(6) A person may not be a Founding Member and an Ordinary Member at the same time in the same Incorporated Organisation.

24. Rights and liabilities etc. of Founding Members and Ordinary Members

(1) A Founding Member or Ordinary Member of an Incorporated Organisation is not liable, only because of being a Founding Member or Ordinary Member, to contribute towards the payment of the debts and liabilities of the Incorporated Organisation or to the costs, charges and expenses of the winding up of the Incorporated Organisation.

(2) A Founding Member or Ordinary Member of an Incorporated Organisation does not have, as a Founding Member or Ordinary Member, any right, title or interest, whether legal or equitable, in the property of the Incorporated Organisation.

25. Register of members

(1) An Incorporated Organisation must maintain an up to date register of Founding Members and Ordinary Members in accordance with the Rules.

(2) The Incorporated Organisation must ensure that the register is kept at the Incorporated Organisation’s registered office in the AIFC.

(3) The Incorporated Organisation must ensure that the register is open to inspection by any Founding Member or Ordinary Member of the Incorporated Organisation, or any other Person, during business hours without charge.

(4) Contravention of this section is punishable by a fine.

26. Meetings of Founding Members

(1) The Founding Members are to meet at the times and places that they decide.

(2) However, a Founding Member may at any time call a meeting of the Founding Members by giving the other Founding Members at least 7 days Written notice of the meeting.

27. Board of Incorporated Organisation

(1) An Incorporated Organisation must be managed by a Board.

(2) [intentionally omitted]

(3) An Incorporated Organisation must ensure that its Charter of Organisation makes provision about the membership of its Board and the Board’s Functions and operations.

(4) The Board may appoint a resident of the Republic of Kazakhstan to be the Incorporated Organisation’s agent.

(5) Subject to the Charter of Organisation, the Board may delegate any of its Functions to any Person it considers appropriate.

(6) Contravention of this section is punishable by a fine.