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Company Documents
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Memorandum
and Articles of Association
ARTICLES OF ASSOCIATION OF
MIDLAND AND GREAT NORTHERN JOINT RAILWAY SOCIETY
NOTICE OF GENERAL MEETINGS
7. An Annual General Meeting and a meeting called for the passing of
a special resolution shall be called by at least twenty-one days'
notice in writing or by electronic communication, and a meeting of
the Society other than an Annual General Meeting or a meeting for
the passing of a special resolution shall be called by at least
fourteen days' notice in writing or by electronic communication. The
notice shall be exclusive of the day on which it is served or deemed
to be served and of the day for which it is given, and shall specify
the place, the day and the hour of meeting and, in case of special
business, the general nature of that business and shall be given, in
manner hereinafter mentioned or in such other manner, if any, as may
be prescribed by the Society in general meeting, to such persons as
are, under the Articles of the Society, entitled to receive such
notices from the Society:
Provided that a meeting of the Society shall, notwithstanding that
it is called by shorter notice than that specified in this Article,
be deemed to have been duly called if it is so agreed:
(a) in the case of a meeting called as the Annual General Meeting,
by all the members entitled to attend and vote thereat; and
(b) in the case of any other meeting, by a majority in number of the
members having a right to attend and vote at the meeting, being a
majority together representing not less than ninety-five per cent of
the total voting rights at that meeting of all the members.
8. The accidental omission to give notice of a meeting to, or the
non-receipt of notice of a meeting by, any person entitled to
receive notice shall not invalidate the proceedings at that meeting.
PROCEEDINGS AT GENERAL MEETINGS
9. 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; save as herein otherwise provided, twenty members
present in person shall be a quorum. If within half an hour from the
time appointed for the meeting a quorum is not present, the meeting,
if convened upon the requisition of members, shall be dissolved; in
any other case it shall stand adjourned to the same day in the next
week, at the same time and place, or to such other day and at such
other time and place as the Council may determine. The quorum for
such an adjourned meeting shall be three members.
10. The chairman, if any, of the Council shall preside as chairman
at every General Meeting of the Society, or if there is no such
chairman, or if he shall not be present within fifteen minutes after
the time appointed for the holding of the meeting or is unwilling to
act, the members of the Council present shall elect one of their
number to be chairman of the meeting.
11. If at any meeting no member of the Council is willing to act as
chairman or if no member of the Council is present within fifteen
minutes after the time appointed for holding the meeting, the
members present shall choose one of their number to be chairman of
the meeting.
12. The chairman may, with the consent of any 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 any adjourned meeting other than the
business left unfinished at the meeting from which the adjournment
took place. When a meeting is adjourned for thirty days or more,
notice of the adjourned meeting shall be given as in the case of an
original meeting. Save as aforesaid it shall not be necessary to
give any notice of an adjournment or of the business to be
transacted at an adjourned meeting.
13. At 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:
(a) by the chairman; or
(b) by at least two members present in person or by proxy; or
(c) by any 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.
Unless a poll be so demanded a declaration by the chairman 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 proceedings of the
Society 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.
The demand for a poll may be withdrawn.
14. Except as provided in Article 16, if a poll is duly demanded it
shall be taken in such manner as the chairman directs, and the
result of the poll shall be deemed to be the resolution of the
meeting at which the poll was demanded.
15. In the case of an equality of votes, whether on a show of hands
or on a poll, the chairman of the meeting at which the show of hands
takes place or at which the poll is demanded, shall be entitled to a
second or casting vote.
16. A poll demanded on the election of a chairman, or on a question
of adjournment, shall be taken forthwith. A poll demanded on any
other question shall be taken at such time as the chairman of the
meeting directs, and any business other than that upon which a poll
has been demanded may be proceeded with pending the taking of the
poll
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