28. If—
(a)the company has fewer than two directors, and
(b)the director (if any) is unable or unwilling to appoint sufficient directors to make up a quorum or to call a general meeting to do so,
then two or more members may call a general meeting (or instruct the company secretary to do so) for the purpose of appointing one or more directors.
Commencement Information
I1Sch. 3 art. 28 in force at 1.10.2009, see reg. 1
29.—(1) 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.
(2) 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.
(3) The directors may make whatever arrangements they consider appropriate to enable those attending a general meeting to exercise their rights to speak or vote at it.
(4) 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.
(5) 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.
Commencement Information
I2Sch. 3 art. 29 in force at 1.10.2009, see reg. 1
30. 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.
Commencement Information
I3Sch. 3 art. 30 in force at 1.10.2009, see reg. 1
31.—(1) If the directors have appointed a chairman, the chairman shall chair general meetings if present and willing to do so.
(2) If the directors have not appointed a chairman, or if the chairman is unwilling to chair the meeting or is not present within ten minutes of the time at which a meeting was due to start—
(a)the directors present, or
(b)(if no directors are present), the meeting,
must appoint a director or member to chair the meeting, and the appointment of the chairman of the meeting must be the first business of the meeting.
(3) The person chairing a meeting in accordance with this article is referred to as “the chairman of the meeting”.
Commencement Information
I4Sch. 3 art. 31 in force at 1.10.2009, see reg. 1
32.—(1) Directors may attend and speak at general meetings, whether or not they are members.
(2) The chairman of the meeting may permit other persons who are not—
(a)members of the company, or
(b)otherwise entitled to exercise the rights of members in relation to general meetings,
to attend and speak at a general meeting.
Commencement Information
I5Sch. 3 art. 32 in force at 1.10.2009, see reg. 1
33.—(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 directors, 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.
Commencement Information
I6Sch. 3 art. 33 in force at 1.10.2009, see reg. 1
34. 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.
Commencement Information
I7Sch. 3 art. 34 in force at 1.10.2009, see reg. 1
35.—(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.
Commencement Information
I8Sch. 3 art. 35 in force at 1.10.2009, see reg. 1
36.—(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)the directors;
(c)two or more persons having the right to vote on the resolution; or
(d)a person or persons representing not less than one tenth of the total voting rights of all the members having the right to vote on the resolution.
(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.
Commencement Information
I9Sch. 3 art. 36 in force at 1.10.2009, see reg. 1
37.—(1) Subject to the articles, polls at general meetings must be taken when, where and in such manner as the chairman of the meeting directs.
(2) The chairman of the meeting may appoint scrutineers (who need not be members) and decide how and when the result of the poll is to be declared.
(3) The result of a poll shall be the decision of the meeting in respect of the resolution on which the poll was demanded.
(4) A poll on—
(a)the election of the chairman of the meeting, or
(b)a question of adjournment,
must be taken immediately.
(5) Other polls must be taken within 30 days of their being demanded.
(6) A demand for a poll does not prevent a general meeting from continuing, except as regards the question on which the poll was demanded.
(7) No notice need be given of a poll not taken immediately if the time and place at which it is to be taken are announced at the meeting at which it is demanded.
(8) In any other case, at least 7 days’ notice must be given specifying the time and place at which the poll is to be taken.
Commencement Information
I10Sch. 3 art. 37 in force at 1.10.2009, see reg. 1
38.—(1) Proxies may only validly be appointed by a notice in writing (a “proxy notice”) which—
(a)states the name and address of the member 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 directors may determine; and
(d)is delivered to the company 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.
Commencement Information
I11Sch. 3 art. 38 in force at 1.10.2009, see reg. 1
39.—(1) Any notice of a general meeting must specify the address or addresses (“proxy notification address”) at which the company or its agents will receive proxy notices relating to that meeting, or any adjournment of it, delivered in hard copy or electronic form.
(2) 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.
(3) Subject to paragraphs (4) and (5), a proxy notice must be delivered to a proxy notification address not less than 48 hours before the general meeting or adjourned meeting to which it relates.
(4) In the case of a poll taken more than 48 hours after it is demanded, the notice must be delivered to a proxy notification address not less than 24 hours before the time appointed for the taking of the poll.
(5) In the case of a poll not taken during the meeting but taken not more than 48 hours after it was demanded, the proxy notice must be delivered—
(a)in accordance with paragraph (3), or
(b)at the meeting at which the poll was demanded to the chairman, secretary or any director.
(6) An appointment under a proxy notice may be revoked by delivering a notice in writing given by or on behalf of the person by whom or on whose behalf the proxy notice was given to a proxy notification address.
(7) A notice revoking a proxy appointment only takes effect if it is delivered before—
(a)the start of the meeting or adjourned meeting to which it relates, or
(b)(in the case of a poll not taken on the same day as the meeting or adjourned meeting) the time appointed for taking the poll to which it relates.
(8) If a proxy notice is not signed 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 appointor’s behalf.
Commencement Information
I12Sch. 3 art. 39 in force at 1.10.2009, see reg. 1
40.—(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 secretary 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.
Commencement Information
I13Sch. 3 art. 40 in force at 1.10.2009, see reg. 1
41. No voting rights attached to a share may be exercised at any general meeting, at any adjournment of it, or on any poll called at or in relation to it, unless all amounts payable to the company in respect of that share have been paid.
Commencement Information
I14Sch. 3 art. 41 in force at 1.10.2009, see reg. 1
42. The provisions of the articles relating to general meetings apply, with any necessary modifications, to meetings of the holders of any class of shares.
Commencement Information
I15Sch. 3 art. 42 in force at 1.10.2009, see reg. 1