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ARTICLES OF ASSOCIATION<br />

General Meetings<br />

17.1 A General Meeting may be convened by the Board at any time.<br />

17.2 If there are at any time less than two Directors then a continuing Director or the Secretary<br />

may convene a General Meeting for the purposes referred to in Article 56.1.<br />

17.3 The Board shall convene each year at approximately quarterly intervals not less than four<br />

General Meetings (to include an annual general meeting) to be held at such time and at such<br />

place as the Board shall determine.<br />

17.4 The Board (and if there are less than two Directors, a continuing Director or the Secretary)<br />

shall on receipt by the Company of the requisition to that effect from two or more Members<br />

forthwith proceed to convene a General Meeting (other than an annual general meeting) for<br />

a date not later than:<br />

17.4.1 twenty eight clear days after the receipt of such requisition if it is signed by less than<br />

two thirds in number of the Members; or<br />

17.4.2 fourteen clear days after the receipt of such requisition if it is signed by two thirds or<br />

more in number of the Members; or<br />

17.4.3 twenty one clear days after receipt of such requisition if the meeting is for any of the<br />

purposes referred to in Articles 18.1.2, 18.1.3, or 18.1.4.<br />

Notice of General Meetings 1<br />

18.1 At least twenty one clear days’ notice in writing shall be given for:<br />

18.1.1 any annual general meeting;<br />

18.1.2 any meeting at which it is proposed to pass a special resolution or an elective resolution;<br />

18.1.3 any meeting at which it is proposed to pass a Resolution appointing a person as a Director;<br />

18.1.4 any meeting at which it is proposed to make, adopt or amend the Rules.<br />

18.2 At least fourteen clear days’ notice in writing shall be given for any other General Meeting.<br />

19. The notice of a General Meeting shall specify the time and place of the meeting, the general<br />

nature of the business to be transacted and shall include a statement that a Member entitled<br />

to attend and vote is entitled to appoint one or two proxies to attend and vote instead of that<br />

Member and that a proxy need not also be a Member and, in the case of an annual general<br />

meeting, shall specify the meeting as such.<br />

1 By elective resolution passed at a General Meeting of Shareholders held on 3rd December 1998 it was resolved that the provisions<br />

of Section 369(4) and Section 378(3) of the Companies Act 1985 (as amended by the Companies Act 1989) are to have effect<br />

in relation to the Company as if, for the references, in those sections, to 95%, there were substituted references to 90%.<br />

Accordingly any agreement of the members to the calling of a general meeting on short notice (Section 369) or to consider a special<br />

resolution at a General Meeting on short notice, requires the agreement of a majority of 90% (rather than 95%) in number,<br />

of the members having the right to attend and vote at a meeting.<br />

452

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