Memorandum and Articles - Sino
Memorandum and Articles - Sino
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 />
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