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Memorandum and Articles - Sino

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e determined by the Directors. Such general meetings shall be called the "Annual General Meetings," <strong>and</strong><br />

all other general meetings of the Company shall be called "Extraordinar-v General Meetings."<br />

*AmendeC by Special Resolution passed on 28/9/1993.<br />

When<br />

ExtraordinarY<br />

Meetings to<br />

be called<br />

61. The Directors may, whenever they think fit, convene an extraordinary general mesting, <strong>and</strong><br />

they shall, on the requisition of members of the Company representing not less than one-tenth of<br />

such of the paid-up capital of the Company as at the date of the requisition carries the right of voting<br />

at general meetings, forthwith proceed to convene an extraordinary general meeting of the Company,<br />

<strong>and</strong> in the case of such requisition the following provisions shall have effect:-<br />

(1)<br />

(2)<br />

(3)<br />

(4)<br />

The requisition must state the objects.of the meeting <strong>and</strong> must be signed by the requisitionists<br />

<strong>and</strong> deposited at the Office, <strong>and</strong> may consist of several documents in like form each signed<br />

by one or more of the requisitionists.<br />

If the Directors do not proceed to cause a meeting to be held within twenty-one days from the date<br />

of the requisition being so deposited, the requisitionisß or any of them representing more than onehalf<br />

of the voting rights of all of them may themselves convene the meeting, but any meeting so<br />

convened shall not be held after the expiration of ttree months from the date of such deposit.<br />

In the case of a meeting at which a resolution is to be proposed as a special resolution,<br />

the Directors shall be deemed not to have duly convened the meeting if they do not give<br />

such notice as is required by Section 116 of the Ordinance.<br />

Any meeting convened under this clause by the requisitionists shall be convened in the same<br />

manner as nearly as possible as that in which meetings are to be convened by the Directors.<br />

(5) A requisition by joint holders of shares must be signed by all such holders.<br />

Notice of<br />

meetlng<br />

As to om¡ssron<br />

to give notice<br />

63. The accidental omission to give any such notice to or the non-receipt of any such notice<br />

by any of the members shall not invalidate any resolution passed at any such meeting.<br />

Proceedings at General Meetings<br />

Proceedings<br />

at Ceneral<br />

Meeting<br />

Quorum<br />

Chairman at<br />

meehngs<br />

'When,<br />

if<br />

64. The business of an Annual General Meeting shall be to receive <strong>and</strong> consider the Profit <strong>and</strong><br />

Loss Account, the Balance Sheet, <strong>and</strong> the Reports of the Directors <strong>and</strong> of the auditors, to elect<br />

directors in place of those retiring <strong>and</strong> auditors <strong>and</strong> hx their remuneration, to sanction dividends<br />

<strong>and</strong> to transact any other business which, under these presents, ought to be transacted at an Annual<br />

General Meeting. All other business transacted at an Annual General Meeting, <strong>and</strong> all business<br />

transacted at an Extraordinary General Meeting, shall be deemed special.<br />

65. Three members personally present shall be a quorum for all purposes at general meetings.<br />

No business shall be transacted at any general meeting unless the requisite quorum shall be present<br />

at the commencement of the business.<br />

66. The Chairman of the Board of Directors shall be entitled to take the chair at every general<br />

meeting. If at any meeting the chairman shall not be present within fifteen minutes after the time<br />

appointed for holding such meeting, or is unwilling to act, the directors present may choose a<br />

chairman, <strong>and</strong> in default of their doing so the members present shall choose one of the oirectors<br />

to be chairman, <strong>and</strong> if no director present be willing to take the chair, shall choose one of their<br />

number present to be chairman of the meeting.<br />

61 . If within half an hour from the time appointed for the meeting a quorum is not present,<br />

*62. When it is proposed to pass a special resolution twenty-one days' notice, <strong>and</strong> in other cases<br />

fourteen clear days' notice to the members specifying the place, the day <strong>and</strong> hour of meeting, <strong>and</strong>,<br />

in case of special business the general nature of such business, shall be given to members either<br />

by advertisement or by notice sent by post, or otherwise served as hereinafter provided.<br />

*Amended by Special Resolution passed on 281911993-<br />

-13-

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