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44. The company may, by special resolution----
(4) Consolidate and divide its share capital into shares of larger amount than its existing shares : (5) By subdivision of its existing shares, or any of them, divide the whole, or any part, of its share capital into shares of smaller amount thau is fixed by the memorandum of association, subject, nevertheless, to the provisious of para- graph (d) of subsection (1) of section 42 of the Companies Onliuance, 1911:
(e) Cancel any shares which, at the date of the passing of the resolution, have not been taken or agreed to be taken by any person :
(d) Reduce its share capital in any manner and with, and subject to, any incident nuthorised, and consent required, by law.
General Meetings.
45. The statutory gencial meeting of the company shall be held within the period required by section 65 of the Companies Ordinance, 1911.
46. A general meeting shall be held once in every year at such time (not being more than fifteen months after the holding of the list proeeding general meeting) and piace as may be prescribed by the company in general meeting, or, in default, at such time in the mouth following that in which the analversary of the company's incorporation occure, and at such place, as the directors shall appoint. In default of a general meeting being so held, a general meeting shall be held in the month next following, and may be convened by any two members in the same manner as nearly as possible as that in which meetings are to be convened by the directors.
47. The above-mentioned general meetings shail be called ordinary meetings; all other general meetings shall be called extraordinary.
48. The directors may, whenever they think fit, convene an extraordinary general meeting, and extraordinary general meetings shall also be convened on such requisition, or, in default, may be convened by such requisitionists, as provided by section 67 of the Companies Ordinace, 1911. If at any time there are not in the place where the company has its head office sufficient directors capable of acting to form a quorum, any director or nay two mem- hers of the company may convene an extraordinary general meeting in the same manner as nearly as possible as that in which meetings may be convened by the directors.
Proceedings at General Meeting.
49. Seven days' notice at the least (exclusive of the day on which the notice is served or deemed to be served, but inclusive of the day for which notice is given) specifying the place, the day, and the hour of meeting and, in case of special business, the general nature of that business shall Le given in manuer hereinafter mentioned, or in such other manner, if any, as may be prescribed by the company in general meeting, to such persons as are, under the "ragnia- tions of the company, entitled to receive such notices from the company; but the non-receipt of the netice by any member shall not invalidate the proceedings at any generuj meeting.
50. All business shall be deemed special that is trus- acted at an extraordinary meeting, and all that is trans- acted at an ordinary meeting, with the exception of sanctioning a dividend, the consideration of the accounts, balance-sheets, and the ordinary report of the directors and auditors, the election of directors and other officers in the place of those retiring by rotation, and the fixing of the remmeration of the auditors.
51. No business shall be transacted at noy general meet- ing unless quarum of members is present at the time when the meeting proceeds to business; save as herein otherwise provided, three members personally present stall be a quorum.
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52. If within half an hour from the time appointed for the meeting a quorum is not present, the mecting, if con- vened upon the requisition of members, shall be dissolved; in any other case in shall stand adjourned to the same day in the next week, at the same time and place, and, if at the adjourned meeting a quorum is not present within half an hour from the time appointed for the meeting the members present shall be a quorum,
53. The chainman, if any, of the board of directors shall preside as chairman at every general meeting of the com- pany,
54. If there is no such chairman, or if at any meeting
he is not present within fifteen minutes after the time appointed for holding the meeting or is unwilling to act as chairman, the members present shall close some one of their number to be chairmau.
55. The chairman way, with the consent of any meeting
at which a quorum is present (and shall if so directed by the meeting), adjourn the meeting from time to time and from place to place, but no business shall be transacted
at any adjourned raccting other than the business left unfinished at the meeting from which the adjournment took place. When a meeting is adjourned for ten days or more, notice of the adjourned meeting shall be given as in the case of an original meeting. Save as aforesaid it shall not be necessary to give any notice of an adjournment or of the business to be trusacted at an adjourned meeting.
56. At any general meeting a resolution put to the vote of the meeting shall be decided on a show of hands, muless
a poll is (before or on the declaration of the result of the show of hands) demanded by at least three members, and. unless a poll is so demanded, a declaration by the chairman that a resolution has, on a show of hands, been carried, or carried uuanimously, or by a particular majority, or lost, and an entry to that effect in the hook of the 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, that resolution.
57. If a poll is duly demanded it shall be taken in such manner as the chairman directs, and the result of the poll shall be deemed to be the resolution of the meeting ot which the poll was demanded.
58. To the case of an equality of votes, whether on a show of hands or on a poli, the chairman of the meeting at which the shows of hands takes place or at which the poll is demandel, shall be entitled to a second or casting vote.
59. A poll demanded on the election of a chairman, or on a question of adjournment, shall be taken forthwith. A poll demanded on any other question shall be taken at such time as the chairman of the meeting directs.
Vates of Members.
person
60. On a show of lands every member present in shall have one vote. On a poll every member shall have one vote for each share of which he is the holder,
61. To the case of joint holders the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint bolders; and for this purpose seniority shall be determined by the order in which the names stand in the register of members.
62. A member of unsound mind, or in respect of whom an onder has been made by any court having jurisdiction in lanacy, many vote whether on a show of hands or ou a poll, by his committee, curator bonis, or other person in the nature of a committee or curator bonis appoimed by that court, and any such committee, curutar bonis, or other person may, on a pell, vote by proxy.
63. No member shall be entitled to vote at any general meeting unless all calls or other sums presently payable
by him in respect of shares in the company have been paid.
64. On a poll votes may be given either personally or by proxy.
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