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The Pamphlet Collection of Sir Robert Stout: Volume 68

Proceedings at General Meetings

Proceedings at General Meetings.

56. The business of any ordinary meeting shall be to receive and consider the Statement of Income and Expenditure, the Balance-sheet, the ordinary Reports of the Directors and Auditors, to elect Directors and other officers in place of those retiring by rotation, to declare Dividends, and to transact any other business which, under these presents, ought to be transacted at an ordinary meeting. All other business shall be deemed special, and shall be transacted at an extraordinary meeting.

57. Three members, personally present, shall be a quorum for a general meeting, for the choice of a chairman, the declaration of a dividend, and the adjournment of a meeting. For all other purposes the quorum for a general meeting shall be four members, personally present, holding or representing by proxy not less than 1,000 shares. No business shall be transacted at any general meeting unless the requisite quorum be present at the commencement of the business.

58. The Chairman of the Directors shall be entitled to take the chair at every general meeting, or, if there be no chairman, or if at any meeting he shall not be present within fifteen minutes after the time appointed for holding such meeting, the Directors present, or, if they decline, the members present shall choose a Director as Chairman, and if no director be present, or if all the Directors present decline to preside, then the members present shall choose one of their number to be chairman.

59. If within half-an-hour from the time appointed for the meeting a quorum is not present, the meeting, if convened upon such requisition as aforesaid, shall be dissolved, but in any other case it shall stand adjourned to the same day in the next week at the same time and place, and if at such adjourned meeting a quorum is not present, those members who are present shall be a quorum, and may transact the business for which the meeting was called.

60. Every motion submitted to a meeting shall (unless decided unanimously) be decided in the first instance by a show of hands, and in the case of an equality of votes the chairman shall, both on show of hands and at the poll, have a casting vote in addition to the vote or notes to which he may be entitled as a member.

61. At any general meeting (unless a poll is demanded by one-fifth of the members present or represented by proxy) a declaration by the chairman that a resolution has been carried, or carried by a particular majority, or lost, or not carried by a particular majority, and an entry to that effect entered in the book of proceedings of the Company shall be conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against such resolution.

62. If a poll is demanded as aforesaid, it shall be taken in such manner and at such time and place, and either immediately or after an interval or adjournment (not exceeding seven days), as the chairman of page 12 the meeting directs; and the result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded.

63. The chairman of a general meeting may, with the consent of the meeting, adjourn the same 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. The demand of a poll shall not prevent the continuance of a meeting for the transaction of any business other than the question on which a poll has been demanded.