Business at Ordinary Extraordi nary Meet ings: vened by 67. No Matters, except such as are appointed by this or the special Act to be done at an Ordinary Meeting, shall be transacted at any such Meeting, unless special Notice of such Matters have been given in the Advertisement convening such Meeting. 68. Every General Meeting of the Shareholders, other than an Ordinary Meeting, shall be called an may be con-Extraordinary Meeting";" and such Meetings may be convened by the Directors at such Times as they think fit. 69. No Extraordinary Meeting shall enter upon any Business not set forth in the Notice upon which it shall have been convened. Directors. Business at Extraordinary Meetings. Extraordinary Meet ings may be required by certain proportion of Shareholders: 70. It shall be lawful for the prescribed Number of Shareholders, holding in the aggregate Shares to the prescribed Amount, or, where the Number of Shareholders or Amount of Shares shall not be prescribed, it shall be lawful for Twenty or more Shareholders holding in the aggregate not less than One Tenth of the Capital of the Company, by Writing under their Hands, at any Time to require the Directors to call an Extraordinary Meeting of the Company; and such Requisition shall fully express the Object of the Meeting required to be called, and shall be left at the Office of the Company, or given to at least Three Directors, or left at their last or usual Places of Abode: and forthwith, upon the Receipt of such Requisition, the Directors shall convene a Meeting of the Shareholders; and or on failure if for Twenty-one Days after such Noticed the Directors fail to call such Meeting, the prescribed Number or such other Number, as aforesaid, of Shareholders qualified as aforesaid, may call such Meeting, by giving Fourteen Days public Notice thereof. and to be convened by Directors; of Directors, by said Share holders. a Matters appointed by this act to be done at an Ordinary Meeting :-Sealing the Register of Shareholders, § 9; Election of Directors, § 83; of Auditors, § 101; and see § 91. b For quorum required to constitute a General Meeting, see § 72. C § 71, as to notice of all meetings. die. Requisition, or Writing requiring the Directors to call extraordinary meeting. General 71. Fourteen Days public Notice at the least of all Notice of eetings, whether ordinary or extraordinary, shall Meetings. given by Advertisement", which shall specify the ace, the Day, and the Hour of Meeting; and every tice of an Extraordinary Meeting, or of an Ordinary eeting, if any other Business than the Business hereby by the special Act appointed for Ordinary Meetings to be done thereat, shall specify the Purpose for ich the Meeting is called. a General 72. In order to constitute a Meeting (whether ordi- Quorum for y or extraordinary) there shall be present, either Meeting. sonally or by Proxy, the prescribed Quorum,-and if Quorum be prescribed, then Shareholders holding the aggregate not less than One Twentieth of the ital of the Company, and being in Number not less n One for every Five Hundred Pounds of such ired Proportion of Capital, unless such Number ld be more than Twenty, in which Case Twenty reholders holding not less than One Twentieth of Capital of the Company, shall be the Quorum; and ithin One Hour from the Time appointed for such Business for ting the said Quorum be not present, no Business Meeting, in I be transacted at the Meeting, other than the aring of a Dividend, in case that shall be one of the ects of the Meeting, but such Meeting shall, except he Case of a Meeting for the Election of Directors in-after mentioned, be held to be adjourned sine Diea. 3. At every Meeting of the Company, one or other Chairman at he following Persons shall preside as Chairman; Meetings. is to say, the Chairman of the Directors,-or in his ence, the Deputy Chairman (if any),-or in the Ab› of the Chairman and Deputy Chairman, some one note on § 17, (p. 66.) § 138, as to Newspaper in which Notice is to be advertised (p. 107.) note on § 67, (p. 84.) a 3 et seq. Where the meeting is one at which the annual Election of rs should take place, it is to be adjourned to the following day, if there iorum on the first day; § 84, (p. 89.) case no Quorum be pre sent. General Business at and Ad journments. Scale of Votes of Shareholders. Manner of voting: of the Directors of the Company, to be chosen for that Purpose by the Meeting,—or in the Absence of the Chairman and Deputy Chairman and of all the Directors, any Shareholder to be chosen for that Purpose by a Majority of the Shareholders present at such Meeting. 74. The Shareholders present at any such Meeting shall proceed in the Execution of the Powers of the Company with respect to the Matters for which such Meeting shall have been convened, and those only: and every such Meeting may be adjourned from Time to Time, and from Place to Place; and no Business shall be transacted at any adjourned Meeting other than the Business left unfinished at the Meeting from which such Adjournment took place. 75. At all General Meetings of the Company, every Shareholder shall be entitled to vote according to the prescribed Scale of Voting; and where no Scale shall be prescribed, every Shareholder shall have One Vote for every Share up to Ten, and he shall have an additional Vote for every Five Shares beyond the first Ten Shares held by him up to One Hundred, and an additional Vote for every Ten Shares held by him beyond the first Hundred Shares; provided always, that no Shareholder shall be entitled to vote at any Meeting unless he shall have paid all the Calls then due upon the Shares held by him". 76. The Votes may be given either personally or by appointment Proxies, being Shareholders, authorized by Writing of Proxies according to the Form in the Schedule (F.) to this Act annexed, or in a Form to the like Effect, under the Hand of the Shareholder nominating such Proxy, or if a And under § 15, in case of transfer of shares, the transferee is not entitled to vote until the transfer has been delivered to the Secretary of the Company (p. 66): under § 17, any transfer made while the transfer register is closed as provided in that section, is to be considered, in reference to Voting, &c., as made subsequently to the next ordinary meeting. b Form of appointment of proxy, Schedule F, p. 119. The appointment must be stamped; under the Stamp Act at present in force, a stamp of 6d. is required. The Proxy of a Shareholder, must himself also be a Shareholder. such Shareholder be a Corporation, then under their Common Seal; and every Proposition at any such Meeting shall be determined by the Majority of Votes Majority of the Parties present, including Proxies; the Chairman binding. of the Meeting being entitled to vote, not only as a casting vote. Principal and Proxy, but to have a casting Vote, if there be an Equality of Votes. be transmit before Meet Sharehol 77. No Person shall be entitled to vote as a Proxy Proxies to unless the Instrument appointing such Proxy have been ted to Secretransmitted to the Secretary of the Company the pre- tary 48 hours scribed Period, or, if no Period be prescribed, not less ing. than Forty-eight Hours before the Time appointed for holding the Meeting at which such Proxy is to be used. 78. If several Persons be jointly entitled to a Share, Votes of joint the Person whose Name stands first in the Register of ders; to be Shareholders as one of the Holders of such Share shall, given by for the Purpose of voting at any Meeting, be deemed holder. the sole Proprietor thereof; and on all Occasions, the Vote of such first-named Shareholder, either in Person or by Proxy, shall be allowed as the Vote in respect of such Share, without Proof of the Concurrence of the other Holders thereof. first-named Lunatics and 79. If any Shareholder be a Lunatic or Idiot, such Votes of Lunatic or Idiot may vote by his Committee; and if any Minors, &c. Shareholder be a Minor, he may vote by his Guardian or any one of his Guardians; and every such Vote may be given either in Person or by Proxy. lar Majority quired to be 80. Whenever, in this or the special Act, the Con- Any particusent of any particular Majority of Votes at any Meeting of Votes, reof the Company is required in order to authorize any proved only Proceeding of the Company, such particular Majority in the event shall only be required to be proved in the event of a Poll being demanded at such Meeting; and if such Poll • Except where a special proportion is required; as under § 61, requiring consent of three-fifths, and other similar cases: and see § 80. ▷ Form of Instrument appointing Proxy, Schedule F, (p. 119): and the Proxy must himself be a Shareholder; see § 76. 9, (p. 62). As under § 61, &c. of a Poll; be not demanded, then a Declaration by the Chairman that the Resolution authorizing such Proceeding has been carried, and an Entry to that Effect in the Book of Proceedings of the Company, shall be sufficient Authobut not the rity for such Proceeding, without Proof of the Number or Proportion of Votes recorded in favour of or against the same. number of votes. Appoint And with respect to the Appointment and Rotation of Rotation of Directors, be it enacted as follows: ment and Directors. Number of 81. The Number of Directors shall be the prescribed Directors. Numbera. Power to vary the where au special act; 82. Where the Company shall be authorized by the Number of special Act to increase or to reduce the Number of the Directors, Directors, it shall be lawful for the Company, from Time thorized by to Time, in General Meeting, after due Notice for that Purpose, to increase or reduce the Number of the Directors within the prescribed Limits, if any, and to determine the Order of Rotation in which such reduced or increased Number shall go out of Office, and what Number shall be a Quorum at their Meetings. Notice. Rotation. Quorum. Term of office of Directors. Annual 83. The Directors appointed by the special Act shall, unless thereby otherwise provided, continue in Office until the first Ordinary Meeting to be held in the Year next after that in which the special Act shall have passed; and at such Meeting, the Shareholders present personally or by Proxy, may either continue in Office the Directors appointed by the special Act, or any Number of them, or may elect a new Body of Directors, or Directors to supply the Places of those not continued in Office, the Directors appointed by the special Act being eligible as Members of such new Body; and at the first Ordinary Meeting to be held every Year thereafter", the Shareholders present, personally or by Proxy, i. e., prescribed in the special act of the Company; § 2 (p. 59). b Notice; § 67, 71. i. e., Quorum at Meetings of Directors. Quorum for General Meetings of Company, § 72. i.e., in February, if not otherwise fixed by special Act; § 66, (p. 83.) |