Voting at general meetings
33. Voting: general
(1) Only full or honorary members and persons appointed as proxy
holders in accordance with these articles shall be entitled to vote at
general meetings.
(2) A resolution put to the vote of a general meeting must be decided on
a show of hands unless a poll is duly demanded in accordance with
the articles.
(3) Demand for a poll shall not prevent the continuance of the meeting
for the transaction of any business other than that upon which the
poll has been demanded or which the chairman considers may be
affected by the result of the poll.
(4) No poll shall be demanded on the appointment of a chairman of a
meeting or on any question of adjournment.
(5) If there is an equality of votes whether on a show of hands or on a poll
the chairman of the meeting shall be entitled to a second or casting
vote.
(6) Votes on a poll may be cast in person or by a proxy.
34. Voting by proxy
(1) A person present appointed as a proxy holder shall have one vote for
each of the full or honorary members for whom he is appointed proxy
and if he is a full or honorary member one vote for himself.
(2) Unless specified to the contrary the appointment of a proxy shall
entitle the proxy holder to demand or support the demand for a poll.
(3) A vote given in accordance with the terms of an instrument
appointing a proxy shall be valid notwithstanding the death of the
appointer or revocation of the proxy provided that no notice in writing
of such death or revocation has been received by the company at
least 24 hours before the time set for the commencement of the
meeting or its adjournment.
35. Errors and disputes
(1) No objection may be raised to the qualification of any person voting
at a general meeting except at the meeting or adjourned meeting at
which the vote objected to is tendered, and every vote not disallowed
at the meeting is valid.
(2) Any such objection must be referred to the chairman of the meeting
whose decision is final.
36. Poll votes
(1) A poll on a resolution may be demanded—
(a) in advance of the general meeting where it is to be put to
the vote, or
(b) at a general meeting, either before a show of hands on that
resolution or immediately after the result of a show of hands
on that resolution is declared.
(2) A poll may be demanded by—
(a) the chairman of the meeting;
(b) a committee member; or
(c) twenty or more persons present in person at the meeting or
represented by a proxy having the right to vote on the
resolution;
or
(3) A demand for a poll may be withdrawn if—
(a) the poll has not yet been taken, and
(b) the chairman of the meeting consents to the withdrawal.
(4) Polls must be taken immediately and in such manner as the chairman of
the meeting directs.
(5) The result of all poll votes must be declared before the close of the
meeting at which they were taken and such results shall be final and
binding on the company.
37. Content of proxy notices
(1) Proxies may only validly be appointed by a notice in writing delivered
in person by the member or by post or by email (a ‘proxy notice’)
which—
(a) states the name and address of the member entitled to vote
who is appointing the proxy;
(b) identifies the person appointed to be that member's proxy
and the general meeting in relation to which that person is
appointed;
(c) is signed by or on behalf of the member appointing the
proxy, or is authenticated in such manner as the committee
may determine; and
(d) is delivered to the company at such place as is instructed in
the notice of the meeting not less than 48 hours (as
specified by section 327 of the Companies Act 2006) prior to
the commencement time of the meeting for which the proxy
is issued in accordance with the articles and any instructions
contained in the notice of the general meeting to which they
relate.
(2) The company may require proxy notices to be delivered in a particular
form and may specify different forms for different purposes.
(3) Proxy notices may specify how the proxy appointed under them is to
vote (or that the proxy is to abstain from voting) on one or more
resolutions.
(4) Unless a proxy notice indicates otherwise, it must be treated as—
(a) allowing the person appointed under it as a proxy discretion
as to how to vote on any ancillary or procedural resolutions
put to the meeting, and
(b) appointing that person as a proxy in relation to any
adjournment of the general meeting to which it relates as
well as the meeting itself.
38. Delivery of proxy notices
(1) A person who is entitled to attend, speak or vote (either on a show of
hands or on a poll) at a general meeting remains so entitled in
respect of that meeting or any adjournment of it, even though a valid
proxy notice has been delivered to the company by or on behalf of
that person.
(2) An appointment under a proxy notice may be revoked by delivering to
the company a notice in writing given by or on behalf of the person
by whom or on whose behalf the proxy notice was given.
(3) A notice revoking a proxy appointment only takes effect if it is
delivered before the start of the meeting or adjourned meeting to
which it relates.
(4) If a proxy notice is not executed by the person appointing the proxy, it
must be accompanied by written evidence of the authority of the
person who executed it to execute it on the appointer's behalf.
39. Amendments to resolutions
(1) An ordinary resolution to be proposed at a general meeting may be
amended by ordinary resolution if—
(a) notice of the proposed amendment is given to the company
in writing by a person entitled to vote at the general
meeting at which it is to be proposed not less than 48 hours
before the meeting is to take place (or such later time as the
chairman of the meeting may determine), and
(b) the proposed amendment does not, in the reasonable
opinion of the chairman of the meeting, materially alter the
scope of the resolution.
(2) A special resolution to be proposed at a general meeting may be
amended by ordinary resolution, if—
(a) the chairman of the meeting proposes the amendment at the
general meeting at which the resolution is to be proposed,
and
(b) the amendment does not go beyond what is necessary to
correct a grammatical or other non-substantive error in the
resolution.
(3) If the chairman of the meeting, acting in good faith, wrongly decides
that an amendment to a resolution is out of order, the chairman's
error does not invalidate the vote on that resolution.