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The Pamphlet Collection of Sir Robert Stout: Volume 7

General Meetings

General Meetings,

25. The first general meeting shall be held at such time, not being more than twelve months after the incorporation of the Company, and at such place as the Directors may determine.

26. Subsequent general meetings of the Company shall be held at such time and place as may be prescribed by the Company in general meetings; and, if no other time or place is prescribed, a general meeting shall be held on the third Wednesday in February in every year at such place as may be determined by the Directors.

27. The above-mentioned general meetings shall be called ordinary meetings; all other general meetings shall be called extraordinary.

28. The Directors may, whenever they think fit, and they shall upon a requisition made in writing by any number of Shareholders, holding in the aggregate not less than one fifth part of the Shares of the Company, convene an extraordinary general meeting.

29. Any requisition so made by the Shareholders shall express the object of the meeting proposed to be called, and shall be left at the registered office of the Company.

30. Upon the receipt of such requisition the Directors shall forthwith proceed to convene a general meeting. If they do not proceed to convene the same within twenty-one days from the date of the requisition, the requisitionists or any other Shareholders holding the required number of Shares, may themselves convene a meeting.

31. Seven days' notice at the least, specifying the place, the time, the hour of meeting, and the purpose for which the general meeting is to be held, shall be given by advertisement or in such other manner (if any) as may be prescribed by the Company.

32. Any Shareholder may on giving not less than three days' previous notice, submit any resolution to a meeting beyond the matters contained in the notice given of such meeting.

33. The notice required of a Shareholder shall be given by leaving a copy of the resolution at the registered office of the Company.

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34. No business shall be transacted at any meeting except the declaration of a dividend, unless a quorum of Shareholders is present at the commencement of such business; and such quorum shall be ascertained as follows; that is to say—if the Shareholders belonging to the Company at the time of the meeting do not exceed ten in number, the quorum shall be five; if they exceed ten, there shall be added to the above quorum one for every five additional Shareholders up to fifty, and one for every ten additional Shareholders after fifty; with this limitation that no quorum shall in any case exceed forty.

35. If within one hour from the time appointed for the meeting the required number of Shareholders is not present, the meeting if convened upon the requisition of the Shareholders shall be dissolved. In any other case it shall stand adjourned to the following day at the same time and place; and if at such adjourned meeting the required number of Shareholders is not present it shall be adjourned sine die.

36. The Chairman (if any) of the Board of Directors shall preside as Chairman at every meeting of the Company.

37. If there be no such Chairman, or if at any meeting ho is not present at the time of holding the same, the Shareholders present shall choose some one of their number to be Chairman of such meeting.

38. The Chairman may, with the consent of the meeting, adjourn any meeting from time to time and from place to place; but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place.

39. At any general meeting, unless a poll is demanded by at least five Shareholders, a declaration by the Chairman that a resolution has been carried, and an entry to that effect in the book of proceedings of the Company, shall be sufficient evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against such resolution.

40. If a poll is demanded in manner aforesaid, the same shall forthwith be taken in such manner as the Chairman directs, and the result of such poll shall be deemed to be the resolution of the Company in general meeting.