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for certain references to them in the model articles of association
in Tables A and C in the First Schedule. The Second Report recommended
that the then-existing provisions in Section 136 of the Companies Act 1948
in Britain be enacted here, subject to certain amendments which had been
recommended by the Jenkins Committee but never actually implemented in
Britain. One of these amendments was that the provisions of Section 136,
which were expressly stated not to apply to companies not having a share
capital, should be extended to such companies. Section 114C(1) therefore
provides that any member of any company entitled to attend and vote at
a meeting of a company shall be entitled to appoint another person
(whether a member or not) as his proxy to attend and vote instead of him,
and a proxy so appointed shall also have the same right as the member
to speak at the meeting.
4.4
Section 157A was in implementation of a recommendation in
paragraph 7.18 of the Second Report. The Report noted the provisions
of Section 183 of the Companies Act 1948 to the effect that, except
in the case of a private company, a motion at a general meeting for
the appointment of two or more persons as directors shall not be made
by a single resolution, unless the meeting unanimously resolves that
the motion be so made. The Report recommended that a similar section
be included in the Companies Ordinance.
4.5
Both of the recommendations in the Second Report seemed to
be uncontroversial and so it proved. Both sections, in their ultimately-
enacted form, appeared in the White Paper of the Companies (Amendment) Bill
which was published for public discussion in 1980 and again in the
Companies (Amendment) Bill 1983. They attracted no adverse comment
whatsoever and were duly enacted in 1984.
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