15. Proceedings at General Meetings
15.1 General
15.1.1 A general meeting may be held at 2 or more venues using any electronic means that gives the Members as a whole a reasonable opportunity to participate.
15.1.2 The quorum required for the purposes of a general meeting shall be:
15.1.2.1 a Member or Members representing not less than one half of the voting rights of all Members having the right to vote at the general meeting; or
15.1.2.2 a Member or Members holding Shares conferring a right to vote at the general meeting being Shares on which an aggregate sum has been paid equal to not less than one half of the total sum paid up on all the Shares conferring that right.
15.1.3 For the purpose of determining whether a quorum is present, a person attending as a proxy, or as representing a body corporate that is a Member, shall be deemed to be a Member.
15.1.4 No business shall be transacted at any general meeting unless a quorum of Members is present at the time when the meeting proceeds to business.
15.1.5 A reference to a Member being personally present at a meeting includes a reference to a Member participating in a meeting by electronic means.
15.1.6 If there is a failure of the electronic means which results in the disconnection of any or all of the Members participating in the meeting, the meeting shall be adjourned until the failure of the electronic means has been rectified. If that is not possible within 60 minutes of the initial failure, the Chairman must adjourn the meeting until such time, date and place that is considered to give the Members as a whole a reasonable opportunity to participate in the meeting.
15.2 Quorum not Present
If a quorum is not present within 30 minutes from the time appointed for the meeting:
15.2.1 where the meeting was convened upon the requisition of Members, the meeting shall be dissolved; and
15.2.2 in any other case:
15.2.2.1 the meeting stands adjourned to such day, and at such time and place, as the Directors determine or, if no determination is made by the Directors, to the same day in the next week at the same time and place; and
15.2.2.2 if at the adjourned meeting a quorum is not present within 30 minutes from the time appointed for the meeting the meeting shall be dissolved.
15.3 Chair
15.3.1 If the Directors have elected one of their number as chair of their meetings, he or she shall preside as chair at every general meeting.
15.3.2 If the Directors have elected one of the number as deputy chair, the deputy chair shall preside as chair at a general meeting if the Director elected as chair is absent or not present within 15 minutes after the time appointed for the holding of the meeting or is unwilling to act.
15.3.3 Where a general meeting is held and:
15.3.3.1 a chair has not been elected as provided by clause 15.3.1 and a deputy chair has not been elected as provided by clause 15.3.2; or
15.3.3.2 both the chair elected as provided by clause 15.3.1 and the deputy chair elected as provided by clause 15.3.2 are absent or not present within 15 minutes after the time appointed for the holding of the meeting or are unwilling to act,
the Members present shall elect another Director of the Company to be chair of the meeting.
15.4 Adjournment of Meeting
15.4.1 The chair may with the consent of any meeting at which a quorum is present, and must 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 any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place.
15.4.2 When a meeting is adjourned for 30 days or more, notice of the adjourned meeting shall be given as in the case of an original meeting.
15.4.3 Except as provided by clause 15.4.2, it shall not be necessary to give any notice of an adjournment or of the business to be transacted at an adjourned meeting.
15.5 Resolutions at Meetings
15.5.1At any general meeting a resolution put to the vote of the meeting shall be decided on a show of hands unless a poll is (before or on the declaration of the result of the show of hands) demanded:
15.5.1.1by the chair;
15.5.1.2by a Member or Members present in person or by proxy and representing not less than one-tenth of the total voting rights of all the Members having the right to vote at the meeting; or
15.5.1.3by a Member or Members holding Shares in the Company conferring a right to vote at the meeting being Shares on which an aggregate sum has been paid up equal to not less than one-tenth of the total sum paid up on all the Shares conferring that right.
15.5.2 Unless a poll is so demanded, a declaration by the chair that a resolution has on a show of hands been carried or carried unanimously, or by a particular majority, or lost, and an entry to that effect in the book containing the minutes of the proceedings of the Company, is conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against the resolution.
15.5.3 The demand for a poll may be withdrawn.
15.6 Poll at Meetings
15.6.1 If a poll is duly demanded, it shall be taken in such manner and (subject to clause 15.6.2) either at once or after an interval or adjournment or otherwise as the chair directs, and the result of the poll shall be the resolution of the meeting at which the poll was demanded.
15.6.2 A poll demanded on the election of a chair or on a question of adjournment shall be taken immediately.
15.7 Casting Vote of Chair
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 demanded, in addition to his or her deliberative vote (if any), has a casting vote.
15.8 Votes by Members
Subject to any rights or restrictions attached to any class or classes of Shares:
15.8.1 at meetings of Members or classes of Members each Member entitled to vote may vote in person or by proxy or attorney; and
15.8.2 on a show of hands every person present who is a Member or a representative of a Member has one vote, and on a poll every person present in person or by proxy or attorney shall have one vote for each share he or she holds.
15.9 Votes by Joint Holders
If a share is held jointly and more than one member votes in respect of that share, whether in person or by proxy or by attorney, only the vote of the Member whose name appears first in the register of Members counts.
15.10 Unsound Mind
If a Member is of unsound mind or is a person whose person or estate is liable to be dealt with in any way under the law relating to mental health, his or her committee or trustee or such other person as properly has the management of his or her estate may exercise any rights of the Member in relation to a general meeting as if the committee, trustee or other person were the Member.
15.11 Entitlement to Vote
A Member shall not be entitled to vote at a general meeting unless all calls and other sums presently payable by him or her in respect of Shares in the Company shall have been paid.
15.12 Objections to Qualification to Vote
15.12.1 An objection may be raised to the qualification of a voter only at the meeting or adjourned meeting at which the vote objected to is given or tendered.
15.12.2 Any such objection shall be referred to the chair of the meeting, whose decision shall be final.
15.12.3 A vote not disallowed pursuant to such an objection shall be valid for all purposes.
15.13 Proxies
15.13.1 An appointment of a proxy is valid if it is signed by the Member of the Company making the appointment and contains the following information:
15.13.1.1 the Member's name and address;
15.13.1.2 the Company's name;
15.13.1.3 the proxy's name or the name of the office held by the proxy; and
15.13.1.4 the meetings at which the appointment may be used.
15.13.2 An appointment may specify the way in which the proxy is to vote on a particular resolution and, where an appointment so provides, the proxy shall not be entitled to vote in the resolution except as specified in the appointment.
15.13.3A proxy appointed to attend and vote for a member has the same rights as a member to speak at the meeting or join in demanding a poll.
15.14 Time Within Which Proxies to be Lodged
15.14.1 For an appointment of a proxy to be effective, the following documents must be received by the Company at least 48 hours before the meeting:
15.14.1.1 the proxy's appointment; and
15.14.1.2 if the appointment is signed by the appointor's attorney, the authority under which the appointment was signed or a certified copy of the authority.
15.14.2 If a meeting has been adjourned an appointment and any authority received by the Company at least 48 hours before the resumption of the meeting are effective for the resumed part of the meeting.
15.14.3 A Company receives an appointment authority when it is received at any of the following:
15.14.3.1 the Company's registered office;
15.14.3.2 a fax number at the Company's registered office; or
15.14.3.3 a place, fax number or electronic address specified for the purpose in the notice of meeting.
15.15 Validity of Votes made by Proxy
15.15.1 A proxy who is not entitled to vote on a resolution as a Member may vote as a proxy for another Member who can vote if their appointment specifies the way they are to vote on the resolution and they vote that way.
15.15.2 Unless the Company has received written notice of the matter before the start or resumption of the meeting at which a proxy votes, a vote cast by the proxy will be valid even if before the proxy votes:
15.15.2.1 the appointing Member dies;
15.15.2.2 the Member is mentally incapacitated;
15.15.2.3 the Member revokes the proxy's appointment;
15.15.2.4 the Member revokes the authority under which the proxy was appointed by a third party; or
15.15.2.5 the Member transfers the share in respect of which the proxy was given.
15.16 Decisions of Single Member
15.16.1 If the Company has only one Member and the Member records the Member’s decision to a particular effect, the recording of the decision counts as the passing by the Member of a resolution to that effect.
15.16.2 A record made for the purposes of clause 15.16.1 also has effect as minutes of the passing of the resolution.
15.16.3 A record made for the purposes of clause 15.16.1 must be made in writing.
