-
SCHEDULE 3
Regulation 4
MODEL ARTICLES FOR PUBLIC COMPANIES
INDEX TO THE ARTICLES
PART 1
INTERPRETATION AND LIMITATION OF
LIABILITY
1. Defined terms
2. Liability of members
PART 2
DIRECTORS
DIRECTORS’ POWERS AND
RESPONSIBILITIES
3.
Directors’ gene
ral authority
4. Members’ reserve power
5. Directors may delegate
6.
Committees
DECISION-MAKING
BY DIRECTORS
7. Directors
to take decisions collectively
8.
Calling a directors’ meeting
9. Participation in directors’
meetings
10. Quorum for
directors’ mee
tings
11.
Meetings where total number of directors less than
quorum
12. Chairing directors’
meetings
13. Voting at
directors’ meetings: general rules
14. Chairman’s casting vote at
directors’ meetings
15.
Alternates voting at directors’
meetings
16. Conflicts of
interest
17. Proposing directors’
written resolutions
18.
Adoption of directors’ written
resolutions
19. Directors’
discretion to make further rules
APPOINTMENT OF DIRECTORS
20. Methods of appointing
directors
21. Retirement of directors
by rotation
22. Termination of
director’s appointment
23.
Directors’ remuneration
24.
Directors’ expenses
ALTERNATE DIRECTORS
25. Appointment and removal of
alternates
26. Rights and
responsibilities of alternate directors
27. Termination of alternate
directorship
PART 3
DECISION-MAKING BY MEMBERS
ORGANISATION OF GENERAL MEETINGS
28. Members can call general meeting if
not enough directors
29. Attendance and
speaking at general meetings
30. Quorum
for general meetings
31. Chairing
general meetings
32. Attendance and
speaking by directors and non-members
33. Adjournment
VOTING AT GENERAL MEETINGS
34. Voting: general
35.
Errors and disputes
36. Demanding a
poll
37. Procedure on a poll
38. Content of proxy notices
39. Delivery of proxy notices
40. Amendments to resolutions
RESTRICTIONS ON MEMBERS’
RIGHTS
41. No
voting of shares on which money owed to company
APPLICATION OF RULES TO
CLASS MEETINGS
42. Class
meetings
PART 4
SHARES AND DISTRIBUTIONS
ISSUE OF SHARES
43. Powers
to issue different classes of share
44.
Payment of commissions on subscription for shares
INTERESTS IN SHARES
45. Company not bound by
less than absolute interests
SHARE CERTIFICATES
46. Certificates to be issued except in
certain cases
47. Contents and
execution of share certificates
48.
Consolidated share certificates
49.
Replacement share certificates
SHARES NOT HELD IN CERTIFICATED FORM
50. Uncertificated shares
51. Share warrants
PARTLY PAID SHARES
52. Company’s lien over partly paid
shares
53. Enforcement of
the company’s lien
54. Call
notices
55. Liability to pay calls
56. When call notice need not be issued
57. Failure to comply with call notice:
automatic consequences
58. Notice of
intended forfeiture
59. Directors’
power to forfeit shares
60.
Effect of forfeiture
61. Procedure
following forfeiture
62. Surrender of
shares
TRANSFER AND
TRANSMISSION OF SHARES
63.
Transfers of certificated shares
64.
Transfer of uncertificated shares
65.
Transmission of shares
66.
Transmittees’ rights
67.
Exercise of transmittees’ rights
68. Transmittees bound by prior notices
CONSOLIDATION OF SHARES
69. Procedure for disposing
of fractions of shares
DISTRIBUTIONS
70. Procedure for declaring dividends
71. Calculation of dividends
72. Payment of dividends and other
distributions
73. Deductions from
distributions in respect of sums owed to the
company
74. No interest on
distributions
75. Unclaimed
distributions
76. Non-cash
distributions
77. Waiver of
distributions
CAPITALISATION OF PROFITS
78. Authority to capitalise and
appropriation of capitalised sums
PART 5
MISCELLANEOUS
PROVISIONS
COMMUNICATIONS
79. Means of communication to be used
80. Failure to notify contact details
ADMINISTRATIVE ARRANGEMENTS
81. Company seals
82. Destruction of documents
83. No right to inspect accounts and
other records
84. Provision for
employees on cessation of business
DIRECTORS’ INDEMNITY AND
INSURANCE
85.
Indemnity
86. Insurance
PART 1
INTERPRETATION AND
LIMITATION OF LIABILITY
Defined terms
1.
In the articles , unless
the context requires
otherwise
—
“alternate” or “alternate director” has
the meaning given in article 25;
“appointor” has the meaning given in
article 25;
“articles” means
the company’s articles of association;
“bankruptcy” includes individual
insolvency proceedings in a jurisdiction other
than England and Wales or Northern
Ireland which have an effect similar to that of
bankruptcy;
“call” has the
meaning given in article 54;
“call notice” has the meaning given in
article 54;
“certificate”
means a paper certificate (other than a share
warrant) e
videncing a
person’s title
to specified
shares or other securities;
“certificated” in relation to a share,
means that it is not an uncertificated share or a
share in respect of which a share
warrant has been issued and is current;
“chairman” has the meanin
g
given in article 12;
“chairman of the
meeting” has the meaning given in article
31;
“Companies Acts” means
the Companies Acts (as defined in section 2 of the
Companies Act 2006), in so far as they
apply to the company;
“company’s lien”
has the meaning gi
ven in article 52;
“director” means a director of the
company, and includes any person occupying the
position of director, by whatever name
called;
“distribution recipient” has
the meaning given in article 72;
“document” includes, unless otherwise
specifie
d, any document sent or
supplied in
electronic form;
“electronic form” has the meaning given
in section 1168 of the Companies Act
2006;
“fully paid” in
relation to a share, means that the nominal value
and any premium
to be paid to the
company in respect of that share have been paid to
the company;
“hard copy form” has the
meaning given in section 1168 of the Companies Act
2006;
“holder” in relation
to shares means the person whose name is entered
in the
register of members as the
holder of the shares, or, in the case of a share
in respect
of which a share warrant has
been issued (and not cancelled), the person in
possession of that warrant;
“instrument” means a document in hard
copy form;
“lien enforcement
notice” has the meaning given in article
53;
“member” has the meaning
given in section 112 of the Companies Act
2006;
“ordinary resolution”
has the meaning given in section 282 of the
Companies Act
2006;
“paid”
means paid or credited as paid;
“participate”, in relation to a
directors’ meeting, has the mean
ing
given in article 9;
“partly paid” in
relation to a share means that part of that
share’s nominal value or
any
premium at which it was issued has not
been paid to the company;
“proxy
notice” has the meaning given in article
38;
“securities seal” has
the
meaning given in article 47;
“shares” means shares in the
company;
“special
resolution” has the meaning given in section 283
of the Companies Act
2006;
“subsidiary” has the meaning given in
section 1159 of the Companies Act 2006;
“transmittee” means a per
son
entitled to a share by reason of the death or
bankruptcy of a shareholder or
otherwise by operation of law;
“uncertificated” in relation to a share
means that, by virtue of legislation (other
than section 778 of the Companies Act
2006) permitting title to shares to be
evidenced and transferred without a
certificatee, title to that share is evidenced and
may be transferred without a
certificate; and
“writing” means the
representation or reproduction of words, symbols
or other
information in a visible form
by any method or combination of methods, whether
sent or supplied in electronic form or
otherwise.
Unless the context otherwise
requires, other words or expressions contained in
these
articles bear the same meaning as
in the Companies Act 2006 as in force on the date
when these articles become binding on
the company.
Liability of
members
2.
The
liability of the members is limited to the amount,
if any, unpaid on the shares
held by
them.
PART 2
DIRECTORS
DIRECTORS’ POWERS
AND RESPONSIBILITIES
Director
s’ general
authority
3.
Subject to the articles, the directors
are responsible for the management of the
company’s
business, for
which purpose they may exercise all the powers of
the
company.
Members’ reserve power
4.
—
(1) The
members 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.
Directors may delegate
5.
—
(1) Subject to
the articles, the directors may delegate any of
the powers which are
conferred on them
under the articles
—
(a) to such person or committee;
(b) by such means (including by power
of attorney);
(c) to such an extent;
(d) in relation to such matters or
territories; and
(e) on such terms and
conditions;
as they think fit.
(2) If the directors so specify, any
such delegation may authorise further delegation
of
the
directors’ powers by
any person to whom they are delegated.
(3) The directors may revoke any
delegation in whole or part, or alter its terms
and
conditions.
Committees
6.
—
(1) Committees
to which the directors delegate any of their
powers must follow
procedures which are
based as far as they are applicable on those
provisions of the
articles which govern
the taking of decisions by directors.
(2) The directors may make rules of
procedure for all or any committees, which
prevail over rules derived from the
articles if they are not consistent with them.
DECISION-MAKING BY
DIRECTORS
Directors to take
decisions collectively
7.
Decisions of the directors may be
taken
—
(a) at a
directors’ meeting, or
(b)
in the form of a directors’ written
resolution.
Calling a directors’ meeting
8.
—(1) Any
director may call a directors’ meeting.
(2) The company secretary must call a
d
irectors’ meeting if a director so
requests.
(3) A directors’
meeting is called by giving notice of the meeting
to the directors.
(4) Notice
of any directors’ meeting must
indicate—
(a) its proposed
date and time;
(b) where it is to take
place; and
(c) if it is anticipated
that directors participating in the meeting will
not be in the
same place, how it is
proposed that they should communicate with each
other
during the meeting.
(5) Notice of a directors’ meeting must
be given to each director, but need not
be in
writing.
(6) Notice of
a directors’ meeting need not be given to
directors who waive their
entitlement
to notice of that meeting, by giving notice to
that effect to the company
not more
than 7 days after the date on which the meeting is
held. Where such notice is
given after
the meeting has been held, that does not affect
the validity of the meeting,
or of any
business conducted at it.
Participation in directors’
meetings
9.
—(1) Subject to the
articles, directors participate in a directors’
meeting
, or part of a
directors’
meeting,
when
—
(a) the
meeting has been called and takes place in
accordance with the articles,
and
(b) they can each communicate to the
others any information or opinions they
have on any particular item of the
business of the meeting.
(2) In
determining whether directors are participating in
a directors’ meeting, it is
irrelevant
where any director is or how they communicate with
each other.
(3) If all the directors
participating in a meeting are not in the same
place, they may
decide that the meeting
is to be treated as taking place wherever any of
them is.
Quorum for
directors’ meetings
10.
—(1) At a directors’
meeting, unless a quorum is participating, no
proposal is to be
voted on, except a
proposal to call another meeting.
(
2) The quorum for
directors’ meetings may be fixed from time to time
by a decision
of the directors, but it
must never be less than two, and unless otherwise
fixed it is two.
Meetings where total number of
directors less than quorum
11.
—
(1) This
article applies where the total number of
directors for the time being is
less
than
the quorum for directors’
meetings.
(2) If there is
only one director, that director may appoint
sufficient directors to make
up a
quorum or call a general meeting to do so.
(3) If there is more than one
director
—
(a) a
directors’ meeting may take place, if it is called
in accordance with the
articles and at
least two directors participate in it, with a view
to appointing
sufficient directors to
make up a quorum or calling a general meeting to
do so,
and
(b) if a
directors’ meeting is called but only one director
attends at the appointed
date and time
to participate in it, that director may appoint
sufficient directors to
make up a
quorum or call a general meeting to do so.
Chairin
g
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 appoint other directors as deputy or assistant
chairmen to chair
dir
ectors’
meetings in the chairman’s
absence.
(4) The directors
may terminate the appointment of the chairman,
deputy or assistant
chairman at any
time.
(5) If neither the chairman nor
any director appointed generally to chair
directors’
meetings in the
chai
rman’s absence is participating in
a meeting within ten minutes of
the
time at which it was to start, the participating
directors must appoint one of
themselves to chair it.
Voting at directors’ meetings: general
rules
13.
—
(1) Subject
to the articles, a
decision is taken at
a directors’ meeting by a
majority of
the votes of the participating directors.
(2) Subject to the articles, each
director participating in a directors’ meeting has
one
vote.
(3) Subject to the
articles, if a director has an interest in an
actual or proposed
transaction or
arrangement with the
company
—
(a) that
director and that director’s alternate may not
vote on any proposal
relating to it,
but
(b) this does not preclude the
alternate from voting in relation to that
transaction
or
arrangement
on behalf of another appointor who does not have
such an interest.
Chairman’s casting vote at directors’
meetings
14.
—
(1) If the
numbers of votes for and against a proposal are
equal, the chairman or
other director
chairing the meeting has a casting vote.
(2) But this does not apply if, in
accordance with the articles, the chairman or
other
director is not to be counted as
participating in the decision-making process for
quorum or voting purposes.
Alternates voting at directors’
meetings
15.
A director who is also an alternate
director has an additional vote on behalf of
each
appointor who
is
—
(a) not
participating in a directors’ meeting,
and
(b) would have been
entitled to vote if they were participating in it.
Conflicts of interest
16.
—
(
1) If a directors’ meeting, or part of
a directors’ meeting, is concerned with an
actual or proposed transaction or
arrangement with the company in which a director
is
interested, that director is not to
be counted as participating in that meeting, or
part of
a meeting, for quorum or voting
purposes.
(2) But if paragraph (3)
applies, a director who is interested in an actual
or proposed
transaction or arrangement
with the company is to be counted as participating
in a
decision at a
directors’
meeting, or pa
rt
of a directors’ meeting, relating to it for
quorum and voting purposes.
(3) This paragraph applies
when
—
(a) the
company by ordinary resolution disapplies the
provision of the articles
which would
otherwise prevent a director from being counted as
participating in,
or voting at, a
directors’ meeting;
(b) the director’s interest cannot
reasonably be regarded as likely to give rise to a
conflict of interest; or
(c)
the director’s conflict of interest arises from a
permitted cause.
(4) For the
purposes of this article, the following are
permitted causes
—
(a) a guarantee given, or to be given,
by or to a director in respect of an obligation
incurred by or on behalf of the company
or any of its subsidiaries;
(b)
subscription, or an agreement to subscribe, for
shares or other securities of the
company or any of its subsidiaries, or
to underwrite, sub-underwrite, or guarantee
subscription for any such shares or
securities; and
(c) arrangements
pursuant to which benefits are made available to
employees and
directors or former
employees and directors of the company or any of
its
subsidiaries which do not provide
special benefits for directors or former
directors.
(5) Subject to
paragraph (6), if a question arises at a meeting
of directors or of a
committee of
directors as to the right of a director to
participate in the meeting (or part
of
the meeting) for voting or quorum purposes, the
question may, before the
conclusion of
the meeting, be referred to the chairman whose
ruling in relation to any
director
other than the chairman is to be final and
conclusive.
(6) If any question as to
the right to participate in the meeting (or part
of the meeting)
should arise in respect
of the chairman, the question is to be decided by
a decision of
the directors at that
meeting, for which purpose the chairman is not to
be counted as
participating in the
meeting (or that part of the meeting) for voting
or quorum
purposes.
Proposing directors’ written
resolutions
17.
—(1) Any director may
propose a directors’ written
resolution.
(2)
The company secretary must propose a
directors’ written resolution if a director so
requests.
(3) A directors’
written resolution is proposed by giving notice of
the proposed
resolution to the
directors.
(4) Notice of a proposed
directors’ written resoluti
on must
indicate
—
(a) the
proposed resolution, and
(b) the time
by which it is proposed that the directors should
adopt it.
(5) Notice of a proposed
directors’ written resolution must be given in
writing to each
director.
(6) Any decision which a person
gi
ving notice of a proposed directors’
written
resolution takes regarding the
process of adopting that resolution must be taken
reasonably in good faith.
Adoption of directors’ written
resolutions
18.
—(1) A proposed
directors’ written resolution is adopted
when all the directors
who
would
have been entitled to vote on the
resolution at a directors’ meeting have
signed one or more copies of it,
provided that those directors would have formed a
quorum at such a meeting.
(2) It is immaterial whether any
director signs the resolution before or after the
time
by which the notice proposed that
it should be adopted.
(3) Once a
directors’ written resolution has been adopted, it
must be treated as if it
had been a
decision taken at a directors’ meeting
in accordance w
ith the articles.
(4) The company secretary must ensure
that the company keeps a record, in writing,
of all
directors’ written
resolutions for at least ten years from the date
of their adoption.
Directors’ discretion to make further
rules
19.
Subject to the articles, the directors
may make any rule which they think fit about
how they take decisions, and about how
such rules are to be recorded or
communicated to directors.
APPOINTMENT OF DIRECTORS
Methods of appointing directors
20.
Any person
who is willing to act as a director, and is
permitted by law to do so,
may be
appointed to be a director
—
(a) by ordinary resolution, or
(b) by a decision of the directors.
Retirement of directors by
rotation
21.
—
(1) At the
first annual general meeting all the directors
must retire from office.
(2) At every
subsequent annual general meeting any
directors
—
(a)
who have been appointed by the directors since the
last annual general
meeting, or
(b) who were not appointed or
reappointed at one of the preceding two annual
general meetings, must retire from
office and may offer themselves for
reappointment by the members.
Termination of director’s
appointment
22.
A person ceases to be a director as
soon as
—
(a) that
person ceases to be a director by virtue of any
provision of the Companies
Act 2006 or
is prohibited from being a director by law;
(b) a bankruptcy order is made against
that person;
(c) a composition is made
with that person’s creditors generally in
satisfaction of
that
person’s debts;
(d) a registered medical practitioner
who is treating that person gives a written
opinion to the company stating that
that person has become physically or
mentally incapable of acting as a
director and may remain so for more than three
months;
(e) by reason of
that person’s men
tal health, a court
makes an order which wholly
or partly
prevents that person from personally exercising
any powers or rights
which that person
would otherwise have;
(f) notification
is received by the company from the director that
the director is
resigning from office
as director, and such resignation has taken effect
in
accordance with its terms.
Directors’
remuneration
23.
—
(1) Directors
may undertake any services for the company that
the directors
decide.
(2)
Directors are entitled to such remuneration as the
directors determine
—
(a) for their services to the company
as directors, and
(b) for any other
service which they undertake for the company.
(3) Subject to the articles, a
director’s remuneration may—
(a) take any form, and
(b)
include any arrangements in connection with the
payment of a pension,
allowance or
gratuity, or any death, sickness or disability
benefits, to or in respect
of that
director.
(4) Unless the directors
decide otherwise, directors’ remuneration accrues
from day to
day.
(5) Unless
the directors decide otherwise, directors are not
accountable to the
company for any
remuneration which they receive as directors or
other officers or
employees of the
company’s
subsidiaries or of any other
body corporate in which the
company is
interested.
Directors’
expenses
24.
The company may pay any reasonable
expenses which the directors properly incur
in
connection with their
attendance at
—
(a) meetings of directors or committees
of directors,
(b) general meetings, or
(c) separate meetings of the holders of
any class of shares or of debentures of the
company, or otherwise in connection
with the exercise of their powers and the
discharge of their responsibilities in
relation to the company.
ALTERNATE DIRECTORS
Appointment and removal of alternates
25.
—(1) Any
director (the “appointor”) may appoint as an
alternate any other director,
or any
other person approved by resolution of the
directors, to
—
(a) exercise that director’s powers,
and
(b) carry out that
director’s responsibilities,
in relati
on to the taking of
decisions by the directors in the absence of the
alternate’s
appointor.
(2)
Any appointment or removal of an alternate must be
effected by notice in writing
to the
company signed by the appointor, or in any other
manner approved by the
directors.
(3) The notice
must
—
(a)
identify the proposed alternate, and
(b) in the case of a notice of
appointment, contain a statement signed by the
proposed
alternate that the
proposed alternate is willing to act as the
alternate of the
director giving the
notice.
Rights and
responsibilities of alternate directors
26.
—(1) An
alternate director has the same rights, in
relation to any directors’
meeting or
directors’ written resolution, as the
alternate’s appointor.
(2)
Except as the articles specify otherwise,
alternate directors
—
(a) are deemed for all purposes to be
directors;
(b) are liable for their own
acts and omissions;
(c) are subject to
the same restrictions as their appointors; and
(d) are not deemed to be agents of or
for their appointors.
(3) A person who
is an alternate director but not a
director
—
(a) may
be counted as participating for the purposes of
determining whether a
quorum is
participating (but only if that
person’s appointor is not participating),
and
(b) may sign a written
resolution (but only if it is not signed or to be
signed by
that person’s
appointor).
No alternate may be counted
as more than one director for such
purposes.
(4) An alternate
director is not entitled to receive any
remuneration from the company
for
serving as an
alternate
director except such part of the alternate’s
appointor’s
remuneration as the
appointor may direct by notice in writing made to
the company.
Termination of
alternate directorship
27.
An alternate director’s appointment as
an alternate terminates—
(a)
when the alternate’s appointor revokes the
appointment by notice to the
company in
writing specifying when it is to terminate;
(b) on the occurrence in relation to
the alternate of any event which, if it occurred
in relation
to the
alternate’s appoin
tor, would result in
the termination of the
appointor’s
appointment as a
director;
(c) on the death of the
alternate’s appointor; or
(d) when the alternate’s appointor’s
appointment as a director terminates, except
that an
alternate’s
appointment as an alt
ernate does not
terminate when the
appointor retires by
rotation at a general meeting and is then re-
appointed as a
director at the same
general meeting.
PART 3
DECISION-
MAKING BY MEMBERS
ORGANISATION OF
GENERAL MEETINGS
Members
can call general meeting if not enough directors
28.
If
—
(a) the company has fewer than two
directors, and
(b) the director (if
any) is unable or unwilling to appoint sufficient
directors to
make up a
quorum or to call a general meeting to
do so,
then two or more members may
call a general meeting (or instruct the company
secretary to do so) for the purpose of
appointing one or more directors.
Attendance and speaking at general
meetings
29.
—
(1) A person
is able to exercise the right to speak at a
general meeting when that
person is in
a position to communicate to all those attending
the meeting, during the
meeting, any
information or opinions which that person has on
the business of the
meeting.
(2) A person is able to exercise the
right to vote at a general meeting
when
—
(a) that
person is able to vote, during the meeting, on
resolutions put to the vote at
the
meeting, and
(b) that person’s vote can
be taken into account in determining whether or
not
such
resolutions are
passed at the same time as the votes of all the
other persons
attending the meeting.
(3) The directors may make whatever
arrangements they consider appropriate to
enable those attending a general
meeting to exercise their rights to speak or vote
at it.
(4) In determining
attendance at a general meeting, it is immaterial
whether any two
or more members
attending it are in the same place as each other.
(5) Two or more persons who are not in
the same place as each other attend a general
meeting if their circumstances are such
that if they have (or were to have) rights to
speak and vote at that meeting, they
are (or would be) able to exercise them.
Quorum for general meetings
30.
No business
other than the appointment of the chairman of the
meeting is to be
transacted at a
general meeting if the persons attending it do not
constitute a quorum.
Chairing general meetings
31.
—
(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
member 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”.
Attendance and speaking by directors
and non-members
32.
—
(1) Directors
may attend and speak at general meetings, whether
or not they are
members.
(2)
The chairman of the meeting may permit other
persons who are not
—
(a) members of the company, or
(b) otherwise entitled to exercise the
rights of members in relation to general
meetings,
to attend and
speak at a general meeting.
Adjournment
33.
—
(1) If the
persons attending a general meeting within half an
hour of the time at
which the meeting
was due to start do not constitute a quorum, or if
during a meeting
a quorum ceases to be
present, the chairman of the meeting must adjourn
it.
(2) The chairman of the meeting may
adjourn a general meeting at which a quorum is
present if
—
(a) the meeting consents to an
adjournment, or
(b) it appears to the
chairman of the meeting that an adjournment is
necessary to
protect the safety of any
person attending the meeting or ensure that the
business
of the meeting is conducted in
an orderly manner.
(3) The chairman of
the meeting must adjourn a general meeting if
directed to do so
by the meeting.
(4) When adjourning a general meeting,
the chairman of the meeting
must
—
(a) either
specify the time and place to which it is
adjourned or state that it is to
continue at a time and place to be
fixed by the directors, and
(b) have
regard to any directions as to the time and place
of any adjournment
which have been
given by the meeting.
(5) If the
continuation of an adjourned meeting is to take
place more than 14 days
after it was
adjourned, the company must give at least 7 clear
d
ays’ notice of it (that is,
excluding the day of the adjourned
meeting and the day on which the notice is
given)
—
(a) to the same persons to whom notice
of the company’s general meetings is
required to be given, and
(b) containing the same information
which such notice is required to contain.
(6) No business may be transacted at an
adjourned general meeting which could not
properly have been transacted at the
meeting if the adjournment had not taken
place.
VOTING AT
GENERAL MEETINGS
Voting:
general
34.
A
resolution put to the vote of a general meeting
must be decided on a show of
hands
unless a poll is duly demanded in accordance with
the articles.
Errors and
disputes
35.
—
(1) No
objection may be raised to the qualification of
any person voting at a
general
meeting except at the meeting or
adjourned meeting at which the vote objected to is
tendered, and every vote not disallowed
at the meeting is valid.
(2) Any such objection must be referred
to the chairman of the meeting whose
decision is final.
Demanding a poll
36.
—
(1) A poll on
a resolution may be
demanded
—
(a) in
advance of the general meeting where it is to be
put to the vote, or
(b) at a general
meeting, either before a show of hands on that
resolution or
immediately after the
result of a show of hands on that resolution is
declared.
(2) A poll may be demanded
by
—
(a) the
chairman of the meeting;
(b) the
directors;
(c) two or more persons
having the right to vote on the resolution; or
(d) a person or persons representing
not less than one tenth of the total voting
rights of all the members having the
right to vote on the resolution.
(3) A
demand for a poll may be withdrawn
if
—
(a) the poll
has not yet been taken, and
(b) the
chairman of the meeting consents to the
withdrawal.
Procedure on a
poll
37.
—
(1) Subject
to the articles, polls at general meetings must be
taken when, where
and in such manner as
the chairman of the meeting directs.
(2) The chairman of the meeting may
appoint scrutineers (who need not be members)
and decide how and when the result of
the poll is to be declared.
(3) The
result of a poll shall be the decision of the
meeting in respect of the resolution
on
which the poll was demanded.
(4) A poll
on
—
(a) the
election of the chairman of the meeting, or
(b) a question of adjournment,
must be taken immediately.
(5) Other polls must be taken within 30
days of their being demanded.
(6) A
demand for a poll does not prevent a general
meeting from continuing, except as
regards the question on which the poll
was demanded.
(7) No notice need be
given of a poll not taken immediately if the time
and place at
which it is to be taken
are announced at the meeting at which it is
demanded.
(8) In any other case, at
least 7 days’ notice must be given specifying the
time and
place at which the poll is to
be taken.
Content of proxy
notices
38.
—(1)
Proxies may only validly be appointed by a notice
in writing (a “proxy
notice”)
which
—
(a) states the name and address of the
member appointing the proxy;
(b)
identifies the person appointed to be that
memb
er’s proxy and the general
meeting in relation to which that
person is appointed;
(c) is signed by
or on behalf of the member appointing the proxy,
or is
authenticated in suchmanner as
the directors may determine; and
(d) is
delivered to the company in accordance with the
articles and any
instructions contained
in the notice of the general meeting to which they
relate.
(2) The company may require
proxy notices to be delivered in a particular
form, and
may
specify
different forms for different purposes.
(3) Proxy notices may specify how the
proxy appointed under them is to vote (or that
the proxy is to abstain from voting) on
one or more resolutions.
(4) Unless a
proxy notice indicates otherwise, it must be
treated as
—
(a)
allowing the person appointed under it as a proxy
discretion as to how to vote
on any
ancillary or procedural resolutions put
to the meeting, and
(b) appointing that
person as a proxy in relation to any adjournment
of the general
meeting to which it
relates as well as the meeting itself.
Delivery of proxy notices
39.
—
(1) Any
notice of a general meeting must specify the
address or addresses
(“proxy
notification address”) at which the
company or its agents will receive proxy notices
relating to that meeting, or any
adjournment of it, delivered in hard copy or
electronic
form.
(2) A
person who is entitled to attend, speak or vote
(either on a show of hands or on a
poll) at a general meeting remains so
entitled in respect of that meeting or any
adjournment of it, even though a valid
proxy notice has been delivered to the
company by or on behalf of that person.
(3) Subject to paragraphs (4) and (5),
a proxy notice must be delivered to a proxy
notification address not less than 48
hours before the general meeting or adjourned
meeting to which it relates.
(4) In the case of a poll taken more
than 48 hours after it is demanded, the notice
must
be
delivered to a proxy
notification address not less than 24 hours before
the time
appointed for the taking of
the poll.
(5) In the case of a poll not
taken during the meeting but taken not more than
48 hours
after it was demanded, the
proxy notice must be
delivered
—
(a) in
accordance with paragraph (3), or
(b)
at the meeting at which the poll was demanded to
the chairman, secretary or
any
director.
(6) An appointment under a
proxy notice may be revoked by delivering a notice
in
writing given by or on behalf of the
person by whom or on whose behalf the proxy
notice was given to a proxy
notification address.
(7) A notice
revoking a proxy appointment only takes effect if
it is delivered before
—
(a) the start of the meeting or
adjourned meeting to which it relates, or
(b) (in the case of a poll not taken on
the same day as the meeting or adjourned
meeting) the time appointed for taking
the poll to which it relates.
(8) If a
proxy notice is not signed by the person
appointing the proxy, it must be
accompanied by written evidence of the
authority of the person who executed it to
execute it on the
appointor’s
behalf.
Amendments to resolutions
40.
—
(1) An
ordinary resolution to be proposed at a general
meeting may be amended
by
ordinary resolution
if
—
(a) notice of
the proposed amendment is given to the company
secretary in
writing by a person
entitled to vote at the general meeting at which
it is to be
proposed not less than
hours before the meeting is to take place (or such
later
time as the chairman of the
meeting may determine), and
(b) the
proposed amendment does not, in the reasonable
opinion of the chairman
of the meeting,
materially alter the scope of the resolution.
(2) A special resolution to be proposed
at a general meeting may be amended by
ordinary
resolution,
if
—
(a) the
chairman of the meeting proposes the amendment at
the general meeting
at which the
resolution is to be proposed, and
(b)
the amendment does not go beyond what is necessary
to correct a
grammatical or other non-
substantive error in the resolution.
-
-
-
-
-
-
-
-
-
上一篇：NAATI口译词汇表 - 法律部分
下一篇：吸血鬼日记第一季17英文剧本台词