Convening
of extra-
ordinary general meeting on requisition.
8 Edw. 7. 69 s. 66.
Provisions as to meet-
ings and
votes.
Ib. n. 67.
Representa- tion of com- panies at
meetings of other com panies of
which they
w
26
(7) The members of the company present at the meeting shall be at liberty to discuss any matter relating to the formation of the company, or arising out of the statutory report, whether previous notice has been given or not, but no resolution of which notice has not been given in necord- ance with the articles may be passed.
(8) The meeting may adjourn from time to time, and at any adjourned meeting any resolution of which notice hus been given in accordance with the articles, either before or subsequently to the former meeting, may be passed, and the adjourned meeting shall have the same powers as an original meeting.
(9) If a petition is presented to the court in manner provided by Part IV of this Ordinance for winding up the company on the ground of default in filing the statutory report or in holding the statutory meeting, the court may, instead of directing that the company be wound up, give directions for the statutory report to be filed or a meeting to be held, or make such other order as may be just,
(10) The provisions of this section as to the forwarding and filing of the statutory report shall not apply in the case of a private company.
67.—(1) Notwithstanding anything in the articles of a company, the directors of a company shall, on the requisi- tion of the holders of not less than one-tenth of the issued share capital of the company upon which all calls or other sums then dne have beeu paid, forthwith procecil to convene an extraordinary general meeting of the company. (2) The requisition must state the objects of the meet- ing, and must be signed by the requisitionists and deposited at the registered office of the company, and may consist of several documents in like form, each signed by one or more requisitionists.
(3) If the directors do not proceed to cause a meeting to be held within twenty-one days from the date of the requisition being so deposited, the requisitionists, or a majority of them in valute, may themselves convene the meeting, but any meeting so convened shall not be held after three months from the date of the deposit.
(4) If at any such meeting a resolution requiring con- firmation at another meeting is passed, the directors shall forthwith convene a further extraordinary general meeting for the purpose of considering the resolution and, if thought fit, of confirming it as a special resolution ; and, if the directors do not convene the meeting within seven days from the date of the passing of the first resolution, the requísi- tionists, or a majority of them in value, may themselves. convene the meeting.
(5) Any meeting convened under this section by the requisitionists shall be convened in the same manner, as nearly as possible, as that in which meetings are to be convened by directors.
68. In default of, and subject to, any regulations in the articles--
(4) A meeting of a company may be called by seven days' notice in writing, served on every member in manner in which notices are required
to be served by Table A in the First Schedule to this Ordinance :
(7) Five members may call a meeting:
(ii). Any person elected by the members present at
a meeting may be chairman thereof :
(ir) Every member shall have one vote.
69. A company which is a member of another company may, by resolution of the directors, authorise any of its officials or any other person to act as its representative at any meeting of that other company, and the person so authorised shall be entitled to exercise the same powers on behalf of the company which he represents as if he were
are members. an individual shareholder of that other company,
Ib. s. 68.
27
70.-(1) A resolution shall be an extraordinary resolu- Definitions tion when it has been passed by a majority of not less than of extra- three fourths of such members entitled to vote as are ordinary present in person or by proxy (where proxies are allowed) resolution.
and special at a general meeting of which untice specifying the inten- s Edw. 7 c. tion to propose the resolution as an extraordinary rosointion 69 s. 69, has been duly given.
(2) A resolution shall be a special resolution when it has
been
() passed in manner required for the passing of an
extraordinary resolution ; and
(b) confirmed by a majority of such members en- titled to vote as are present in person or by prosy (where proxies are allowed) at a subse- quent general meeting, of which notice has been duly given, and held after an interval of not less than fourteen days, or more than one month, from the date of the first meeting, (3) At any meeting at which an extraordinary resolution is submitted to be passed or a special resolution is submit- ted to be passed or confirmed, a declaration of the chairman that the resolution is carried shall, unless a poll is demand- ed, be coneinsive evidence of the faer without proof of the number or proportion of the votes recorded in favour of or against the resolution.
(4) Al any meeting at which an extraordinary resolution is submitted to be passed or a special resolution is sub- mitted to be passed or confirmed a poll may be demanded, if demanded by three persons for the time being cutitled according to the articles to vote, unless the articles of the company require a demand by such number of such per- sons, not in any case exceeding five, as may be specified in the articles.
(5) When a poll is demanded in accordance with this section, in computing the majority on the poll reference shall be had to the mumber of votes to which each member is entitled by the articles of the company.
(6) For the purposes of this section untice of a meeting shall be deemed to be duly given and the meeting to he duly held when the notice is given and the meeting held in manner provided by the articles.
71-(1) A copy of every special and extraordinary re- Registration solution shall within twenty-eight days from the confirmation and copies of the special resolution, or from the passing of the extra resolutions.
of special ordinary resolution, as the case may be, be printed and 16, s. 70. forwarded to the registrar of companies, who shall record the same.
(2) Where articles have been registered, a copy of every special resolution for the time being in force shall be embo- died in or armexed to every copy of the articles issued after the confirmation of the resolution,
(3) Where articles have not been registered, a copy of every special resolution shall be forwarded in print to any member at his request, on payment of fifty cents ne such less sum as the company may direet.
(4) If a company makes default in printing or forward- ing a copy of a special or extraordinary resolution to the registrar it shall be liable to a fine pot exceeding twenty dollars for every day during which the defauit continues.
(5) If a company makes default in embodying in or an- nexing to a copy of its articles or in forwarding in print to a member when required by this section a copy of a specint resolution, it shall be liable to a fiue not exceeding ten dollars for each copy in respect of which default is unde.
(6) Every director and manager of a company who know- ingly and wilfully authorises or permits any default by the company in complying with the requirements of this section shall be liable to the like penalty as is imposed by this section on the company for that default.
72.-(1) Every company shall cause minutes of all pro- Minutes of ceedings of general meetings and of its directors to be proceedings entered in books kept for that purpose.
and directors, (2. s. 71,
424