Constitution of - Fonterra

68
COMMENTS
the chairperson considers it not proper or desirable to act as
chairperson, either in relation to the entire meeting or in relation to
any particular business to be considered at the meeting.
40.2 Directors may appoint chairperson: If no chairperson of the
Board has been elected or if, at any meeting of Shareholders, the
chairperson of the Board is not present within 15 minutes after the
time appointed for the commencement of the meeting, or
considers it not proper or desirable to act as chairperson, either in
relation to the entire meeting or in relation to any particular
business to be considered at the meeting, the Directors present
may elect one of their number to chair the meeting or that part of
the meeting which relates to the particular business, as the case
may require.
40.3 Shareholders may appoint chairperson: If at any meeting of
Shareholders no Director is willing to act as chairperson or no
Director is present within 15 minutes after the time appointed for
the commencement of the meeting, the Shareholders present
may choose one of their number to chair the meeting.
41. VOTING AT MEETINGS OF SHAREHOLDERS
41.1 Voting at meeting in one place: In the case of a meeting of
Shareholders held in the form described in clause 37.4(a), unless
a poll is demanded in accordance with clause 42.1, the
chairperson of the meeting shall determine whether voting shall
be by voice or by show of hands.
41.2 Voting at audio/visual meeting: In the case of a meeting of
Shareholders held in the form described in clause 37.4(b), unless
a poll is demanded in accordance with clause 42.1, voting at the
meeting shall be by the Shareholders signifying individually their
assent or dissent by voice.
41.3 Postal votes: If the Board so determines in relation to any
meeting of Shareholders, Shareholders may exercise the right to
vote at a meeting by casting postal votes and in any such case,
the provisions of section 7 of the first schedule to the Act (relating
to postal votes) shall apply, with such modifications (if any) as the
Board thinks fit.
41.4 Electronic votes: To the extent permitted by law the Board may
permit, in relation to any particular meeting or generally:
(a)
postal votes to be cast by electronic means; and
(b) votes to be cast on resolutions at meetings of
Shareholders (or of other groups) by electronic means.
The procedures in relation to such electronic voting shall be those
required by law (if any) together with any other procedures
determined by the Board. If the Board permits electronic voting in
accordance with this clause, such electronic votes may be cast
notwithstanding any other provision of this Constitution.
41.5 Entitlement to vote: A Shareholder may exercise the right to
vote either in person or by Representative in the manner
prescribed in clause 8.
41.6 Chairperson may declare voting entitlement: In the event that
there is any dispute as to the voting entitlement of a Shareholder
on any vote, a declaration by the Chairperson of that person's
voting entitlement shall be treated as binding for the purposes of
that vote or for a series of votes held at the same meeting.
Constitution of Fonterra Co-operative Group Limited PAGE 69
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