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Convening
of extra-
ordinary general meeting on requisition.
19 & 20 Geo.
5, c. 23, 8. 114.
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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) In the event of any default in complying with the provisions of this section every director of the company who is guilty of or who knowingly and wilfully authorises or permits the default shall be liable to a fine not exceeding five hundred dollars.
(10) This section shall not apply to a private com- pany.
113.-(1) The directors of a
company, notwith- standing anything in its articles, shall, on
the requisition of members of the company holding at the date of the deposit of the requisition not less than one-tenth of such of the paid-up capital of the com- pany as at the date of the deposit carries the right of voting at general meetings of the company, or, in the case of a company not having a share capital, members of the company representing not less than one-tenth of the total voting rights of all the mem- bers having at the said date a right to vote at general meetings of the company, forthwith proceed duly to convene an extraordinary general meeting of the
company,
(2) The requisition must state the objects of the meeting, 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 pot within twenty-one days from the date of the deposit of the requisition proceed duly to convene a meeting, the requisi tionists, or any of them representing more than one half of the total voting rights of all of them, may themselves convene a meeting, but any meeting so convened shall not be held after the expiration of three months from the said date.
(4) A 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,
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(5) Any reasonable expenses incurred by the requisitionists by reason of the failure of the directors duly to convene a meeting shall be repaid to the requisitionists by the company, and any sum repaid shall be retained by the company out of any sums due or to become due from the company by way of fees or other remuneration in respect of their services to such of the directors as were in default.
(6) For the purposes of this section, the directors shall, in the case of a meeting at which a resolution is to be proposed as a special resolution, be deemed not to have duly convened the meeting if they do not give such notice thereof as is required by section one hundred and sixteen of this Ordinance.
Provisions
as to
meetings
and votes.
19 & 20 Geo.
5, c. 23,
s 115.
114. (1) The following provisions shall have effect in so far as the articles of the company do not make other provision in that behalf :—
(a) a meeting of a company, other than a meet-
ing for the passing of a special resolution, may be called by seven days' notice in writ ing;
47
(b) notice of the meeting of a company shall be served on every member of the company in the manner in which notices are required to be served by Table A, and for the purpose of this paragraph the expression "Table A" means that Table as for the time being in force;
(c) two or more members holding not less than one-tenth of the issued share capital or, if the company has not a share capital, not less than five per cent, in number of the mem. bers of the company may call a meeting;
(d) in the case of a private company two mem- bers, and in the case of any other company three members, personally present shall be a
quorum;
(e) any member elected by the members present
at a meeting may be chairman thereof;
(f) in the case of a company originally having a share capital, every member shall have one vote in respect of each share or each one hundred dollars of stock held by him, and in any other case every member shall have one vote
(2) If for any reason it is impracticable to call
a meeting of a company in any manner in which meetings of that company may be called, or to con. duct the meeting of the company in manner prescribed by the articles or this Ordinance, the court may, either of its own motion or on the application of any director of the company or of any member of the company who would be entitled to vote at the meeting, order a meeting of the company to be called, held and conducted in such manner as the court thinks fit, and where any such order is made may give such ancillary or consequential directions as it thinks expedient, and any meeting called, held and conducted in accordance with any such order shall for all purposes be deemed to be a meeting of the company duly called, held and conducted.
115. (1) A corporation, whether a company within Representa- the meaning of this Ordinance or not, may-
tion of companies at meetings
(a) if it is a member of another corporation, be- of other
ing a company within the meaning of this companies Ordinance, by resolution of its directors or and of other governing body authorise such person 19 & 20 Geo.
creditors. as it thinks fit to act as its representative 5, c. 23, at any meeting of the company or at any s. 116. meeting of any class of members of the company;
(b) if it is a creditor (including a holder of deben- tures) of another corporation, being a company within the meaning of this Ordinance, by resolution of its directors or other governing body authorise such person as it thinks fit to act as its representative at any meeting of any creditors of the company held pursuance of this Ordinance or of any rules made thereunder, or in pursuance of the provisions contained in any debenture or trust deed, as the case may be.
In
(2) A person authorised as aforesaid shall be entitled
to exercise the same powers on behalf of the corpora- tion which he represents as that corporation could exercise if it were an individual shareholder, creditor, or holder of debentures, of that other company.
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