Organisation of general meetings
28. Arranging general meetings and notices
(1) The company shall hold an annual general meeting in every calendar
year not more than fifteen calendar months after the close of the last
preceding annual general meeting. The annual general meeting shall
be held at such date and time and place as the committee shall
decide
.
(2) All meetings of members of the company including the annual general
meeting are general meetings.
(3) At least fourteen days’ notice in writing shall be given of every general
meeting excluding the day of issue of the notice and the day of the
meeting. The notice shall include the date, commencement time and
place of the meeting, the nature of the business to be transacted
including ordinary resolutions and the entire text of special
resolutions of which notice has been given in accordance with article
28(5).
(4) The accidental omission to give or receive notice of any meeting to a
person entitled such notice shall not invalidate any proceedings of
that meeting or any resolution agreed at that meeting.
(5) Unless otherwise agreed by the committee 42 days written notice
shall be given of any special resolution. The notice shall state the
entire text of the resolution which may not be varied except as
provided in article 39.
(6) a general meeting may be convened by the committee members or
by a request in writing to the committee by at least 5% of the
members who are full or honorary.
29. Attendance and speaking at general meetings
(1) All members shall be entitled to attend general meetings but only full
or honorary members and persons appointed as proxy holders
appointed in accordance with these articles are entitled to speak and
vote. At the chairman of the meeting’s discretion other persons may
attend all or part of the meeting and may be permitted to speak but
shall not be entitled to vote.
(2) A person is able to exercise the right to speak at a general meeting
when that person is in a position to communicate to all those
attending the meeting, during the meeting, any information or
opinions which that person has on the business of the meeting.
(3) A person is able to exercise the right to vote at a general meeting
when—
(a) that person is able to vote, during the meeting, on resolutions put to
the vote at the meeting, and
(b) that person's vote can be taken into account in determining whether
or not such resolutions are passed at the same time as the votes of
all the other persons attending the meeting.
(4) The committee members may make whatever arrangements they
consider appropriate to enable those attending a general meeting to
exercise their rights to speak or vote at it.
(5) In determining attendance at a general meeting, it is immaterial
whether any two or more members attending it are in the same place
as each other.
(6) Two or more persons who are not in the same place as each other
attend a general meeting if their circumstances are such that if they
have (or were to have) rights to speak and vote at that meeting, they
are (or would be) able to exercise them.
(7) The company shall not be obliged to provide or facilitate remote
access to a general meeting by electronic or any other means.
30. Quorum for general meetings
No business other than the appointment of the chairman of the meeting is to be
transacted at a general meeting if the persons attending it do not constitute a
quorum. Ten (10) full or honorary members or persons appointed as proxy
holders in accordance with these articles shall constitute a quorum. If there is not
a quorum present at the time the meeting is due to commence the
commencement may be delayed until a quorum is present provided the delay
does not exceed 30 minutes.
31. Chairing general meetings
(1) The chairman of the company shall chair general meetings if present
and willing to do so.
(2) If the chairman of the company is unwilling to chair the general
meeting or is not present within ten minutes of the time at which a
general meeting was due to start—
(a) the committee members present, or
(b) if no committee members are present, the members and
proxy holders at the general meeting, must appoint by show
of hands a full or honorary member to chair the general
meeting, and the appointment of the chairman of the
general meeting must be the first business of the general
meeting.
(3) The person chairing a general meeting in accordance with this article is
referred to as ‘the chairman of the meeting’.
32. Adjournment
(1) If the persons attending a general meeting within half an hour of the
time at which the meeting was due to start do not constitute a
quorum, or if during a meeting a quorum ceases to be present, the
chairman of the meeting must adjourn it.
(2) The chairman of the meeting may adjourn a general meeting at which
a quorum is present if—
(a) the meeting consents to an adjournment, or
(b) it appears to the chairman of the meeting that an
adjournment is necessary to protect the safety of any person
attending the meeting or ensure that the business of the
meeting is conducted in an orderly manner.
(3) The chairman of the meeting must adjourn a general meeting if
directed to do so by the meeting.
(4) When adjourning a general meeting, the chairman of the meeting
must—
(a) either specify the time and place to which it is adjourned or
state that it is to continue at a time and place to be fixed by
the committee, and
(b) have regard to any directions as to the time and place of any
adjournment which have been given by the meeting.
(5) If the continuation of an adjourned meeting is to take place more than
14 days after it was adjourned, the company must give at least 7
clear days' notice of it (that is, excluding the day of the adjourned
meeting and the day on which the notice is given)—
(a) to the same persons to whom notice of the company's
general meetings is required to be given, and
(b) containing the same information which such notice is
required to contain.
(6) No business may be transacted at an adjourned general meeting
which could not properly have been transacted at the meeting if the
adjournment had not taken place.