42
43
Business at General
Meeting. Special business.
Quorum.
Chairman of Meating.
When, if quorum not present. Meeting to be dissolved and when to be
adjourned.
Power to chairman to
adjourn
Meeting. Business at adjourned
Meeting.
How ques
1101ta to lie decided at Meeting.
Evidence of the passing
of a resolui-
tion where
poll not
demanded.
Poll.
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64. The business of an ordinary yearly general meeting shall be to receive and consider the profit and loss account, the balance sheet, and the reports of the Directors and of the auditors, to elect Directors, in the place of those retiring by rotation or otherwise, and auditors, to sanction dividends, and to transact any other business which under these regulations ought to be transacted at an ordinary yearly general meeting.
All other business transacted at an ordinary yearly general meeting and all business transacted at any extraordin- ary general meeting shall be deemed special.
65. Thirty shareholders personally present shall be a quorum for the purpose of transacting all the ordinary business of an ordinary yearly general meeting as mentioned in regulation 64 and also for the purpose of transacting special business at an ordinary yearly general meeting and at all extraordinary general meetings of the Bank. No business shall be transacted at any general meeting unless the requisite quorum shall be present at the commencement of the business.
66.-(1) The Chairman of the Board, or in his absence the Deputy Chair- man of the Board, shall take the chair at every general meeting or if there be no such Chairman or Deputy Chairman, or if at any general meeting the Chair- man or Deputy Chairman shall not be present within fifteen minutes after the time appointed for holding such meeting, the shareholders present shall choose another Director as Chairman, and if no Director be present, or if all the Direc- tors present decline to take the chair, or if the Chairman chosen shall retire from the chair, then the shareholders present in person and entitled to vote shall choose one of their own number to be Chairman.
(2) While the chair is vacant, no business shall be transacted or discussed at any general meeting, save the appointment of a Chairman or the adjournment of the meeting.
67. If within half an hour from the time appointed for the meeting a quorum is not present, the meeting, if convened by or upon any such requisition as aforesaid, shall be dissolved; but in any other case it shall stand adjourned to such day and at such time and place as shall be decided by the Chairman, and if at such adjourned meeting a quorum be not present, those shareholders who are present shall be a quorum and may transact the business for which the meeting was called.
68. Subject to the provisions of Regulation 67 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 ad- journed meeting other than the business left unfinished at the meeting from which the adjournment took place.
69. Every question submitted to a meeting shall be decided in the first instance by a show of hands of the shareholders present in person and entitled to vote In case of an equality of votes the Chairman shall, both on a show of hands and at the poll, have a second or casting vote in addition to the vote or votes to which he may be entitled as a shareholder.
70. At any general meeting, unless a poli is demanded by at least one fifth in number of the shareholders personally present and entitled to vote, 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 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.
71. If a poll is demanded as aforesaid, it shall be taken in such manner and at such time and place as the Chairman of the meeting directs and either at once, or after an interval or adjournment, or otherwise, and the result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded. The demand for a poll may be withdrawn.
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72. Any poll duly demanded on the election of a Chairman of a meeting In what or on any question of adjournment shall be taken at the meeting and without adjournment.
cases Pull taken without ad. Journment,
ness may
73. The demand for a poll shall not prevent the continuance of a meeting other busi for the transaction of any business other than the question on which a poll has been demanded.
Votes of Shareholders.
74. On a show of hands every shareholder personally present, holding five shares or more, shall have one vote. In case of a poll every shareholder hold- ing five shares shall have one vote for the first five shares and one vote for every twenty shares over and above the first five shares.
75, Where there are joint registered holders of any share, that one of the said persons so present in person or by proxy, whose name stands first on the shareholders' registers in respect of such share, shall alone be entitled to vote in respect thereof either in person or by proxy.
Several Executors or Adminis- trators of a deceased shareholder in whose name any share stands shall for the purposes of this article be deemed joint holders thereof.
76. Votes may be given either personally or by proxy.
proceed not- withstanding demand for
poll.
Number of votes of share-
holders.
Joint
holders.
Proxies permitted,
proxy and
its duration.
77. The instrument appointing a proxy and the power of attorney (if Deposit of any) under which it is signed, and any power of attorney under which any share- holder claims to vote for an absent shareholder or acts as attorney for an absent shareholder shall be deposited at the Head Office not less than forty-eight hours before the time for holding the meeting or adjourned meeting or poll, as the case may be, at which the person named in such instrument proposes to vote; otherwise the person so named shall not be entitled to vote in respect thereof. No instrument appointing a proxy shall be valid after the expiration of twelve months from the date of its execution.
78. The instrument appointing a proxy shall be in writing under the hand of the appointor or of his attorney. No person shall be appointed a proxy who
is not a shareholder of the Bank and qualified and entitled to vote.
79. Every instrument of proxy shall, as nearly as circumstances will admit, be in the form specified in Appendix 3 to these regulations or in such other form as the Board shall, from time to time, approve.
Execution of instrument
of proxy. Proxy must
he share. holders.
Form of proxy.
Proxies to be kept.
80. A hook to be called the "Register of Proxies" shall be kept at the Register of Head Office under the superintendence of the Board, and an entry shall be made therein of every appointment of a proxy, but such entry shall not be a condition precedent to the use by a shareholder of a proxy in conformity with these regulations.
81. Any shareholder, whose address on the shareholders' registers shall not be in the Colony, shall be entitled to appoint by power of attorney some person, who is a shareholder having an address within the Colony, to act as his attorney for the purpose of attending meetings, and voting thereat, but no vote can be given at any meeting under a power of attorney unless such power has been deposited with the Bank, together with a written notice from the attorney giving his address in the Colony, not less than forty eight hours before the time of the holding of the meeting at which it is proposed to act under such power of attorney. Any such Attorney shall be entitled to attend any meeting of the Bank held during the continuance of his appointment and (subject to the restrictions specified in Regulation 82) to vote thereat in respect of the said shares, such vote to be exercised either personally or by proxy appointed by the Attorney in accordance with these regulations.
Appointment
and powerS of Attorney.
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