KEplc articles of association - page 28

23
(3)
Notice of every general meeting shall be given to all members other than any who, under
these articles or the terms of issue of the shares they hold, are not entitled to receive such
notices from the Company, and also to the auditors (or, if more than one, each of them)
and to each director.
33.
Omission or non-receipt of notice
The accidental omission to give notice of a general meeting to, or the non-receipt of notice
by, any person entitled to receive the notice shall not invalidate the proceedings of that
meeting.
PROCEEDINGS AT GENERAL MEETINGS
34.
Quorum
(1)
No business shall be transacted at any general meeting unless the requisite quorum is
present when the meeting proceeds to business.
(2)
Except as otherwise provided by these articles two qualifying persons entitled to vote shall
be a quorum, unless each is a qualifying person only because he is appointed as proxy of a
member in relation to the meeting, and they are proxies of the same member.
(3)
If within 15 minutes from the time fixed for holding a general meeting a quorum is not
present, the meeting, if convened on the requisition of members, shall be dissolved. In
any other case, it shall stand adjourned to the same day in the next week (or, if that day
is a Saturday, a Sunday or a holiday, to the next working day) and at the same time and
place as the original meeting, or, subject to article
to such other day, and at such
other time and place, as the board may decide.
(4)
If at an adjourned meeting a quorum is not present within 15 minutes from the time fixed
for holding the meeting, the meeting shall be dissolved.
35.
Security
The board may make any security arrangements which it considers appropriate relating to
the holding of a general meeting of the Company including, without limitation, requiring
any person attending a meeting to provide evidence of identity satisfactory to the board
and arranging for any such person to be searched and for items of personal property which
may be taken into a meeting to be restricted. A director or the secretary may:
(a)
refuse entry to a meeting to any person who refuses to comply with any such
arrangements; and
(b)
eject from a meeting any person who causes the proceedings to become
disorderly.
36.
Chairman
At each general meeting, the chairman of the board (if any) or, if he is absent or unwilling,
the deputy chairman (if any) of the board or (if more than one deputy chairman is present
and willing) the deputy chairman who has been longest in such office shall preside as
chairman of the meeting. If neither the chairman nor deputy chairman is present and
willing, one of the other directors selected for the purpose by the directors present or, if
only one director is present and willing, that director, shall preside as chairman of the
meeting. If no director is present within 15 minutes after the time fixed for holding the
meeting or if none of the directors present is willing to preside as chairman of the meeting,
the members present and entitled to vote shall choose one of their number to preside as
chairman of the meeting.
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