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1st Schedule. Table A. -contd.
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50. At any general meeting a resolution put to the vote of the meeting shall be decided on a show of hands, unless a poll is (before or on the declaration of the result of the show of hands) demanded by at least three members present in person or by proxy entitled to vote or by one member or two members. so present and entitled, if that member or those two members together hold not less than 15 per cent. of the paid up capital of the company, 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 unanimously, or by a particular majority, or lost, and an entry to that effect in the book 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.
51. 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 at which the poll was demanded,
52. In the case of an equality of votes, whether on a show of hands or on a poll, the chairman of the meeting at which the show of hands takes place or at which the poll is demanded, shall be entitled to a second or casting vote.
58. 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.
Votes of Members.
54. On a show of hands every member present in person shall have one vote. On a poll every member shall have one vote for each share of which he is the holder.
55. In 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 holders; and for this purpose seniority shall be determined by the order in which the names stand in the register of members,
56. A member of unsound mind, or in respect of whom an order has been made by any court having jurisdiction in lunacy, may vote, whether on a show of hands or on a poll, by his committee, curator bonis, or other person in the nature of a committee or curator bonis appointed by that court, and any such committee, curator bonis, or other person may, on a poll, vote by proxy.
57. No member shall be entitled to vote
at any general meeting unless all calls
or other guma presently payable by him in respect of shares in the company have been paid.
58. On a poll votes may be given either personally or by proxy.
59. The instrument appointing a proxy shall be in writing under the hand of the appointor or of his uttorney duly authorised in writing, or, appointor is a corporation, either under seal,
if the under the hand of an officer or attorney duly authorised. A proxy need not be a member of the company.
or
60. The instrument appointing a proxy and the power of attorney or other authority, if any, under which it is signed or a notarially certified copy of that power or authority shall be deposited at the
147
registered office of the company not less than forty- 1st Schedule eight hours before the time for holding the meeting Table A or adjourned meeting, at which the person named in contd. the instrument proposes to vote, and in default the instrument of proxy shall not be treated as valid.
61. An instrument appointing a proxy may be in the following form, or any other form which the directors shall approve:-
"I,
of the
hereby appoint
Company, Limited.
of
being a member Company, Limited,
of
as my proxy, to vote for me and on my behalf at the [ordinary or extraordinary, as the case may be】 general meeting of the company to be held on the day of
and at any
adjournment thereof."
Signed this
day of
62. The instrument appointing a proxy shall be deemed to confer authority to demand or join in demanding a poll.
Corporations acting by Representatives at Meetings,
63. Any corporation which is a member of the company may 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 the company or of any class of members of the company. and the person so authorised shall be entitled to exercise the same powers on behalf of the corporation which he represents as that corporation could exercise if it were an individual member of the company.
Directors.
64. The number of the directors and the names of the first directors shall be determined in writing by
a majority of the subscribers of the memorandum of association.
65. The remuneration of the directors shall from time to time be determined by the company
in general meeting,
66. The qualification of a director shall be the holding of at least one share in the company.
Powers and Duties of Directors.
67. The business of the company shall be managed
by the directors, who may pay all expenses incurred in getting up and registering the company, and may exercise all such powers of the company, as are not, by the Ordinance, or by these articles, required to be exercised by the company in general meeting, subject, nevertheless, to any regulation of these articles, to the provisions of the Ordinance, and to such regulations, being not inconsistent with the aforesaid regulations or provisions, as may be prescrib- ed by the company in general meeting; but regulation made by the company in general meeting shall invalidate any prior act of the directors which would have been valid if that regulation had not been made.
no
68. The directors may from time to time appoint one or more of their body to the office of managing director or manager for such term and at such remuneration (whether by way of salary, or com- mission, o participation in profits, or partly in one
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