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Restrictions on voting.
When vote
by proxy or
attorney
valid
though
authority
revoked or share transfered.
Keeping of Minutes.
Validity of proceedings not with- standing
defects in minutes.
Entries in Minute Book
as proof of proceedings
and of numbers and qualification and votes of share-
holders and of identity and
qualification
of Chairman.
Entries in Minute Book
as proof of
proper convening of Meeting and of proceedings or record.
Order,
motion, or Resolution,
valid until rescinded.
Inspection of Minute
Books by
share-
holders.
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82. No shareholder shall be entitled to be present, or to vote on any question, either personally, or by proxy, or as proxy for or attorney for another shareholder, at any general meeting or upon a poll, or be reckoned in a quorum, whilst any call or other sum shall be due and payable to the Bank in respect of any of the shares of such shareholder or in respect of which such person may be entitled to vote, and no person shall be entitled to be present or vote at any meeting in person or by proxy in respect of any shares that he has acquired by, transfer, unless he has been registered in respect of such shares for at least three months previously to the meeting at which he proposes to be present or vote.
83. A vote given in accordance with the terms of an instrument of
proxy or of a power of attorney shall be valid notwithstanding the previous death of the principal, or the revocation of the proxy or power of attorney or the transfer of the share in respect of which the vote is given, provided that no express notice in writing of the death, revocation, or transfer has been received by the Bank at the Head Office before the meeting at which such vote is given.
Minutes of General Meetings,
84. (1) The Board shall cause minutes to be duly entered, in books provided for the purpose, of all resolutions and proceedings of general meetings, which minutes shall be signed by the Chairman,
(2) The proceedings of any general meeting shall not be impeached by reason of such meeting or the business recorded or transacted thereat not having been notified or having been in any respect insufficiently or improperly notified to the shareholders, or by reason that any person present at such meet- ing or voting upon any question was not entitled to be present thereat, or to vote thereon, or on any ground of objection to the constitution or mode of conducting such meeting, or as to the irregularity or impropriety of any pro- ceedings appearing upon such record.
(3) Every entry in the general meetings minute book, purporting to be the record of the proceedings of any general meeting and to be so signed, shall be acknowledged and received by and between the shareholders and their representatives as evidence that the proceedings so recorded did virtually take place at the meeting at which by such record they are stated to have taken place, and that the person or number of persons therein stated to have attended the meeting, did in fact attend and were qualified, and entitled to attend and act as shareholders thereat, and that the persons therein stated to have voted or whose votes are therein recorded as given upon any question were entitled to vote, and did actually vote thereon and in the manner therein appearing: and that the person whose name appears on such record as being the Chairman of the meeting, or the Chairman of the meeting at which the record was signed, was qualified to preside and did duly preside as Chairman thereat, and duly subscribed the record.
(4) Every general meeting which by any such record so entered and purporting to be so signed, is stated or appears to have been held, shall, unless the contrary appear on the record, be treated and recognized by all the share- holders and their representatives as having been duly convened and held in accordance with these regulations, and the proceedings of every general meet- ing, from time to time so recorded, shall, unless the contrary appear on the record, be treated, recognized, and acted on by all the shareholders and their representatives as having been regular and proper in all respects.
(5) Every order, motion or resolution which appears recorded as part of such proceedings, and notwithstanding it be impeachable on any ground what- ever, shall, so long as such order motion or resolution subsists un-rescinded, be treated, recognized and acted on as valid and binding on all the shareholders and their representatives and as a sufficient authority for all acts and proceed- ings in conformity therewith.
(6) The general meetings' minute books shall be kept at the Head Office, and shall, subject to conditions laid down by the Board, be open to the inspec- tion of shareholders.
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