14. General Meetings
14.1 General
Any Director, whenever he or she thinks fit, may convene a general meeting of Members.
14.2 Circulating Resolutions
14.2.1 If all the Members have signed a document containing a statement that they are in favour of a resolution of the Members in terms set out in the document, a resolution in those terms shall be deemed to have been passed at a general meeting held on the day, and at the time at which, the document was last signed by a Member.
14.2.2 For the purposes of clause 14.2.1, 2 or more separate documents containing statements in identical terms each of which is signed by one or more Members shall together be deemed to constitute one document containing a statement in those terms signed by those Members on the respective days on which they signed the separate documents.
14.2.3 A reference in clause 14.2.1 to all the Members does not include a reference to a Member who would not be entitled to vote on the resolution.
14.2.4 The resolution pursuant to clause 14.2.1 will not be deemed to be passed unless, where a Share is held jointly, each joint Member has signed the document.
14.3 Notices
14.3.1 Subject to the Act and any requirement of the Act pertaining to the passing of a special resolution, at least 21 days written notice must be given of any general meeting. However, the Company may call a general meeting on shorter notice if Members with at least 95% of the vote that may be cast at the meeting agree beforehand, except at a general meeting at which a resolution will be moved to remove the Company’s auditor (if any) pursuant to section 329 of the Act.
14.3.2 Subject to the Act, any general meeting or any proceeding at the meeting is not invalid only because of:
14.3.2.1 the accidental omission to give notice of the meeting;
14.3.2.2 the non-receipt of such notice by any person entitled to such notice; or
14.3.2.3 a defect in such a notice given.
14.3.3 Written notice of every general meeting pursuant to clause 14.3.1 must be given individually to:
14.3.3.1 each Member entitled to attend and vote at the meeting and in the case of joint holders to the joint holder whose name appears first in the register of Members in respect of the registered Share jointly held;
14.3.3.2 each Director;
14.3.3.3 the Company’s auditor (if any) for the time being; and
14.3.3.4 every person known the Company as being entitled to a Share in consequence of the death, bankruptcy or mental incapacity of a Member who would otherwise be entitled to receive notice of the meeting.
14.3.4 No other person shall be entitled to receive notices of general meetings.
14.3.5 Each notice of a general meeting shall:
14.3.5.1 specify the place, the day, and the hour of the meeting, and if the meeting is to be held in 2 or more places, the technology that will be used to facilitate this;
14.3.5.2 state the general nature of the business to be transacted at the meeting;
14.3.5.3 if a special resolution is to be proposed at the meeting, set out an intention to propose a special resolution and state the resolution; and
14.3.5.4 if a member is entitled to appoint a proxy contain a statement setting out the following information:
14.3.5.4.1 that the Member has a right to appoint a proxy;
14.3.5.4.2 whether or not the proxy needs to be a Member of the Company;
14.3.5.4.3 that a Member who is entitled to cast 2 or more votes may appoint 2 proxies and specify the proportion or number of votes each proxy is appointed to exercise; and
14.3.5.4.4 comply with any other disclosure requirements of the Act.
14.4 Cancellation of Meeting
Subject to the Act and this Constitution, the Directors with the prior written approval of the Members, as they see fit, may cancel a general meeting which has been notified to the Members any time before the meeting.
