1964_COMPANIES_ORDINANCE — Page 367

1984 Ed.]

Companies

[CAP. 32

109

(2) Notwithstanding anything to the contrary in the articles of

a company-

(a) in the case of a company the capital of which is divided into shares which are listed on a recognized stock exchange, notice of every general meeting of the company shall be served on any member not entitled to vote thereat at the same time as notice of the meeting is served on members who are so entitled:

Provided that where a meeting is called at any time by shorter notice than that specified in section 114(2) or in the company's articles, service of the notice required by this paragraph shall be deemed to be in compliance with this. paragraph if such notice is served as soon as practicable after that time;

(b) where any shares in a company are held in trust for that company, such shares shall not, for so long as they are so held, confer any right to vote at meetings of the company. (3) The articles of a company shall, if the articles so provide, apply in relation to the service by the company of notices under subsection (2)(a) and in determining the time at which such service shall be deemed to be effected.

(Added, 6 of 1984, s. 77)

114B. (1) 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 conduct 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, including a direction that 1 member of the company present in person or by proxy shall be deemed to constitute a meeting.

(2) Any meeting called, held and conducted in accordance with an order under subsection (1) shall for all purposes be deemed to be a meeting of the company duly called, held and conducted.

(3) The legal personal representative of a deceased member of a company shall, for the purposes of this section, be treated in all respects as a member of the company having the same rights with respect to attending and voting at a meeting of the company as such. deceased member would, if living, have had.

(Added, 6 of 1984, s. 77)

114C. (1) Any member of a company entitled to attend and vote at a meeting of the company shall be entitled to appoint another person (whether a member or not) as his proxy to attend and vote instead of him, and a proxy so appointed shall also have the same right as the member to speak at the meeting:

Power of court to order meeting.

1948 c. 38. s. 135.

Proxies. [ef. 1948 c. 38, s. 136.]