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SBIC Governance > By Laws > Procedure at General Meetings and Requisition of Extraordinary General Meetings


4 Procedure at General Meetings and Requisition of Extraordinary General Meetings
4.1 (a) At each Annual General Meeting the Council shall present a report on the work of the Society during the preceding financial year, and may submit such other business for consideration as it thinks fit.

(b) A member wishing to submit a motion at an Annual General Meeting may do so provided that:


(i) notice in writing of the proposed motion is received at the office of the Society at least one month before the meeting;


(ii) the notice sets out the terms of the proposed motion and it is supported by no fewer than five members, who shall signify their support by signing the notice.

Unless these requirements are fulfilled and subject always to the rights expressly conferred by the Act the proposed motion shall not come before the meeting.

4.2 At each Annual General Meeting, an Auditor or Auditors, who shall be a Chartered Accountant or Chartered Accountants, shall be appointed to audit the Accounts of the Society for the current financial year. The remuneration of the Auditor or Auditors shall be determined at the Annual General Meetings or, if permitted by a resolution passed at the Annual General Meeting, may be determined by the Council. A Council Member shall not be eligible to serve as an Auditor.
4.3 (a) An Extraordinary General Meeting shall be summoned at any time on a resolution of the Council members or on receipt of a written requisition from not less than one tenth of the total membership. In the case of a requisition by members the following conditions shall apply:


(i) the requisition shall state the purpose of such a meeting and shall be signed by the requisitionists and be deposited at the office of the Society and may consist of several documents in like form, each signed by one or more of the requisitionists;


(ii) if, within twenty-eight days from the date of the requisition being so deposited, the Council Members do not convene an Extraordinary General Meeting with notice of the aforesaid objects, the requisitionists or any of them may convene such meeting, but any meeting so convened or convened must be held within three months from the date of the deposit of the requisition;


(iii) any meeting convened under this Article 4.3 by the requisitionists or any of them must be convened as nearly as possible in the manner in which meetings are to be convened by the Council members, and for this purpose the requisitionists shall have access to the register of members.

If there are not available sufficient Council Members to call a duly requisitioned general meeting, any Council Member or any member of the Society may call such a general meeting.

4.4 (a) At least ninety days' notice of an Annual General Meeting, and ninety days' notice of an Extraordinary General Meeting shall be given to each member, specifying the place, the day and the hour of the meeting, and the general nature of the business proposed to be transacted thereat. In each case the stated period of notice shall be exclusive of the day it is given or deemed to have been served and the day of the meeting.

(b) The Council Members shall cause minutes to be kept of all general meetings.

(c) Twenty members or, (if less) one tenth of the total membership not including in either case Council Members, personally present shall form a quorum at all general meetings, but if a quorum be not present thirty minutes after the meeting was due to begin it shall be adjourned for such period, being not less than two nor more than fourteen days as the Chair may determine at his/her discretion, and at the adjourned meeting, any ten members personally present, whether Council Members or not, personally present shall form a quorum. It shall not be necessary to give further notice of a meeting adjourned in accordance with this Article.

4.5 (a) Any notice or other document for which provision is made in these Articles may be given to any member, wherever he/she is resident, either personally or by sending it by post to him/her at any address in any Region formed under the provisions of Article 20.1 which he may have furnished for the purpose. Only a member who has furnished any such address shall be entitled to receive any notices or other documents. A notice or other document sent by post shall be deemed to have been served after it is posted. Where a person has notified to the Society and has not withdrawn an address on the Internet or on any equivalent or substitute system for electronic mail, any notice or other document may be served on such person by such means and shall be deemed served on transmission.

(b) The accidental failure to send a notice or other document to any member, or the non receipt of a notice or other document by any member, shall not invalidate the meeting or procedure to which it refers, but in the event of dislocation of the postal services or other incident resulting in the loss or late delivery of a substantial number of notices the President, on receipt of a request signed by not fewer than ten members affected by such matter, shall, decide on behalf of the Council whether or not the notice should be cancelled and a meeting on a later date arranged.

4.6 The Chair, if any, of the Council or in his/her absence some other Council Member nominated by the Council Members shall preside as Chair of the meeting, but if neither the Chair nor such other Council Member (if any) be present within 15 minutes after the time appointed for holding the meeting and willing to act, the Council Members present shall elect one of their number to be Chair and, if there is only one Council Member present and willing to act, he/she shall be Chair.
4.7 If no Council Member is willing to act as Chair, or if no Council Member is present within 15 minutes after the time appointed for holding the meeting, the members present and entitled to vote shall choose one of their number to be Chair.
4.8 The Chair may, with the consent of a meeting at which a quorum is present (and shall if so directed by the meeting), adjourn the meeting from time to time and from place to place, but no business shall be transacted at an adjourned meeting other than business which might properly have been transacted at the meeting had adjournment not taken place. When a meeting is adjourned for 15 days or more, at least 7 clear days' notice shall be given specifying the time and place of the adjourned meeting and the general nature of the business to be transacted. Otherwise it shall not be necessary to give any such notice.
4.9 (a) Subject to any provision in these Articles every member shall have one vote on each motion at a meeting, which shall be given personally.

(b) No objection shall be raised to the qualification of any voter except at the meeting or adjourned meeting at which the vote objected to be tendered, and every vote not disallowed at the meeting shall be valid. Any objection made in due time shall be referred to the Chair whose decision shall be final and conclusive.

4.10 (a) A resolution put to the vote at any General Meeting shall, save as hereinafter mentioned and subject to the Act, be decided by a simple majority of votes and voting shall be by a show of hands.

(b) Subject always to the Act a poll may, before or on the declaration of the result of the show of hands, be directed by the Chair or demanded by at least thirty of the members present in person or, if fewer than sixty members are present in person, by at least twenty members so present. No poll shall be directed or demanded on the election of a Chair or on a question of adjournment. Unless a poll is so directed or demanded a declaration by the Chair that a motion has on a show of hands been carried, or carried by a particular majority, or lost, shall be sufficient evidence of the decision of the meeting. A demand for a poll shall not invalidate any other business of the meeting.

(c) Without prejudice to the provisions in paragraph (b) of this Article 4.10 a poll may be directed by the Chair on any resolution if he/she is satisfied that it is in the interest of the Society to do so.

(d) In the case of an equality of votes, whether on a show of hands or on a poll, the Chair of the meeting at which the show of hands takes place or at which the poll is directed or demanded shall be entitled to a second or casting vote.

(e) A poll shall be a poll of all the members entitled to receive notice of the meeting at which the resolution was put to the vote and whose subscriptions (if any) had on that date been fully paid to date, and shall be taken by means of postal voting papers. The following provisions shall apply


(i) the Council shall, as soon as reasonably practicable after the date on which the poll is directed or demanded, send a voting paper by prepaid post to each member entitled under Article 4.5 to receive notices. The voting paper shall set out the resolution on which the poll has been demanded, shall specify the address to which and the time and date on or before which the voting paper must be returned (being not less than 14 days after the date of posting of the voting papers) and shall in all other respects be in such form as the Council shall determine;


(ii) at the expiration of the period allowed for the return of voting papers the result of the poll shall be ascertained in such manner as the Council shall direct;


(iii) the Council shall cause such result to be published as soon as reasonably practicable after the ascertainment thereof in such manner as the Council may determine.



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