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22.4
At any general meeting every question shall be decided in the first instance by a show of
hands and, unless a poll is demanded by the chairman or by any Member, a declaration by
the chairman that a resolution has on a show of hands been carried or not carried, or
carried or not carried by a particular majority or lost, and an entry to that effect in the
minutes of the meeting shall be conclusive evidence of the fact without proof of the
number or proportion of the votes recorded in favour of or against such resolution.
22.5
On a show of hands every Member present in person shall have one vote.
22.6
If a poll is demanded in the manner mentioned above, it shall be taken at such time
(within twenty-one days) and in such manner as the chairman directs and the results of
such poll shall be deemed to be the resolution of the Company in general meeting. A poll
may be demanded upon the election of the chairman and upon a question of adjournment
and such poll shall be taken forthwith without adjournment. Any business other than that
upon which a poll has been demanded may proceed pending the taking of the poll.
22.7
Subject to any special voting powers or restrictions for the time being attached to any
shares, as may be specified in the terms of issue thereof or these Articles, on a poll every
Member present in person shall have one vote for each share held by him.
22.8
On a poll a Member entitled to more than one vote need not use all his votes or cast all the
votes he uses in the same way.
22.9
Where there are joint registered holders of any share, such persons shall not have the
right of voting individually in respect of such share but shall elect one of their number to
represent them and to vote whether in person or by proxy in their name. In default of such
election the person whose name appears first in order in the Register in respect of such
share shall be the only person entitled to vote in respect thereof.
22.10
A Member for whom a special or general attorney is appointed or who is suffering from
some other legal incapacity or interdiction in respect of whom an order has been made by
any court having jurisdiction (whether in Jersey or elsewhere) in matters concerning legal
incapacity or interdiction may vote, whether on a show of hands or on a poll, by his
attorney, curator, or other person authorised in that behalf appointed by that court, and
any such attorney, curator or other person may vote by proxy. Evidence to the satisfaction
of the board of the authority of such attorney, curator or other person may be required by
the board prior to any vote being exercised by such attorney, curator or other person.
22.11
No objection shall be raised to the qualification of any voter except at the meeting or
adjourned meeting at which the vote objected to is given or tendered, and every vote not
disallowed at such meeting shall be valid for all purposes. Any such objection made in due
time shall be referred to the chairman of the meeting whose decision shall be final and
conclusive.
22.12
Where a person is authorised under Article
to represent a body corporate at a general
meeting of the Company, any Director or the chairman of the meeting may require him to
produce a certified copy of the resolution from which he derives his authority.
23.
Members' Resolutions in Writing
23.1
A resolution in writing (including a Special Resolution but excluding a resolution removing
an auditor) signed by all Members who would be entitled to receive notice of and to attend
and vote at a general meeting at which such a resolution would be proposed, or by their
duly appointed attorneys, shall be as valid and effectual as if it had been passed at a
general meeting of the Company duly convened and held.
23.2
Any such resolution may consist of several documents in the like form each signed by one
or more of the Members or their attorneys and signature in the case of a corporate body
which is a Member shall be sufficient if made by a director or other duly authorised officer
thereof or its duly appointed attorney.
