APEAAssociation for Petroleum and Explosives Administration

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Rules 1 : Rules 2 : Rules 3 : Rules 4 : Rules 5

COMPANY SECRETARY

29

Subject to the provisions of the Act, the Company Secretary shall be appointed by the Council for such term, at such remuneration upon such conditions as they may think fit; and any Company Secretary so appointed may be removed by them.

MINUTES

30

The Council shall cause minutes to be made in books kept for the purpose:

 

30.1

of all appointments of officers made by the Council; and

 

30.2

of all proceedings at meetings of the Association, and of the Council and of committees of the Council, including the names of the Council members present at each such meeting.

THE SEAL

31

The seal shall only be used by the authority of the Council or of a committee of the Council authorised by the Council. The Council may determine who shall sign any instrument to which the seal is affixed and unless otherwise so determined it shall be signed by a Council member and by the secretary or by a second Council member.

GENERAL MEETINGS

32

All general meetings other than annual general meetings shall be called extraordinary general meetings.

33

The Council may call general meetings and, on the requisition of members pursuant to the provisions of the Act, shall forthwith proceed to convene an extraordinary general meeting for a date not later than eight weeks after receipt of the requisition. If there are not within the United Kingdom sufficient Council members to call a general meeting, any Council member or any member entitled to be counted in the quorum and vote at meetings of the Association may call a general meeting.

NOTICE OF GENERAL MEETINGS

34

An annual general meeting and an extraordinary general meeting called for at the passing of a special resolution or a resolution appointing a person as a Council member shall be called by at least twenty-one clear days' notice. All other extraordinary general meetings shall be called by at least fourteen clear days' notice but a general meeting may be called by shorter notice if it is so agreed:

 

34.1

in the case of an annual general meeting, by all the members entitled to attend and vote thereat; and

 

34.2

in the case of any other meeting by a majority in number of the members having a right to attend and vote being a majority together holding not less than ninety-five per cent of the total voting rights at the meeting of all the members.

 

The notice shall specify the time and place of the meeting and the general nature of the business to be transacted and, in the case of an annual general meeting, shall specify the meeting as such.

 

The notice shall be given to all the members and to the Council members and auditors.

35

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

36

36.1

The Chairman, if any, or in his absence some other Council member nominated by the Council members shall preside as chairman of the meeting, but if neither the Chairman nor such other Council member (if any) be present within fifteen 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 Chairman and, if there is only one Council member present and willing to act, he shall be Chairman.

 

36.2

If no Council member is willing to act as chairman, or if no council member is present within fifteen minutes after the time appointed for holding the meeting, the members present and entitled to vote shall choose one of their number to be Chairman.

37

The Chairman of the meeting 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 the adjournment not taken place. When a meeting is adjourned for fourteen days or more, at least seven 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.

38

No business shall be transacted at any meeting unless a quorum is present. Members are entitled to attend and vote upon the business to be transacted. 20 persons entitled to vote upon the business to be transacted shall be a quorum.

39

If a quorum is not present within half an hour from the time appointed for a General Meeting the General Meeting 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; and if at the adjourned General Meeting a quorum is not present within half an hour from the time appointed the numbers present shall be deemed to be a quorum (notwithstanding that there is less than 20).

40

40.1

On a show of hands every individual member of a class entitled to vote and every Representative present in person shall have one vote. On a poll every individual member of a class entitled to vote, present in person or by proxy and every Representative present in person of by proxy shall have one vote. No member or Representative shall vote at any general meeting unless all moneys presently due and payable by him or the corporate member of which he is a representative (as the case may be) to the Association have been paid.

 

40.2

A resolution put to the vote of a meeting shall be decided on a show of hands unless before, or on the declaration of the result of, the show of hands a poll is duly demanded. Subject to the provisions of the Act, a poll may be demanded:

 

(a)

by the Chairman of the meeting or;

 

(b)

by at least two members and/or Representatives having the right to vote at the meeting; and a demand by a person for a member and/or Representative shall be the same as a demand by the member and/or Representative.

41

Unless a poll is duly demanded a declaration by the Chairman of the meeting that a resolution has been carried or carried unanimously, or by a particular majority, or lost, or not carried by a particular majority 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 the resolution.

42

The demand for a poll may, before the poll is taken, be withdrawn but only with the consent of the Chairman of the meeting and a demand so withdrawn shall not be taken to have invalidated the result of a show of hands declared before the demand was made.

43

A poll shall be taken as the Chairman of the meeting directs and he may appoint scrutineers (who need not be members) and fix a time and place for declaring the result of the poll. The result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded.

44

In the case of an equality of votes, whether on a show of hands or on a poll, the Chairman of the meeting shall be entitled to a casting vote in addition to any other vote he may have.

45

A poll demanded on the election of a Chairman of the meeting or on a question of adjournment shall be taken forthwith. A poll demanded on any other question shall be taken either forthwith or at such time and place as the Chairman of the meeting direct not being more than thirty days after the poll is demanded. The demand for a poll shall not prevent the continuance of a meeting for the transaction of any business other than the question for which the poll was demanded. If a poll is demanded before the declaration of the result of a show of hands and the demand is duly withdrawn, the meeting shall continue as if the demand had not been made.

46

No notice need be given of a poll not taken forthwith if the time and place at which it is to be taken are announced at the meeting at which it is demanded. In any other case at least seven clear days' notice shall be given specifying the time and place at which the poll is to be taken.

47

A resolution in writing executed by or on behalf of each member and/or Representative who would have been entitled to vote upon it if it had been proposed at a general meeting at which he was present shall be as effectual as if it had been passed at a general meeting duly convened and held and may consist of several instruments in the like form each executed by or on behalf of one or more members and/or Representatives.

VOTES OF MEMBERS

48

A member of a class entitled to vote in respect of whom an order has been made by any court having jurisdiction (whether in the United Kingdom or elsewhere) in matters concerning mental disorder may vote, whether on a show of hands or on a poll, by his receiver, curator bonis or other person authorised in that behalf appointed by that court, and any such receiver, curator bonis or other person may, on a poll, vote by proxy. Evidence to the satisfaction of the Council of the authority of the person claiming to exercise the right to vote shall be deposited at the office not less than 48 hours before the time appointed for holding the meeting or adjourned meeting at which the right to vote is to be exercised and in default the right to vote shall not be exercisable.

49

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 tendered, and every vote not disallowed at the meeting shall be valid. Any objection made in due time shall be referred to the chairman of the meeting whose decision shall be final and conclusive.

 

49A

An instrument appointing a proxy shall be in writing, executed by or on behalf of the appointor and shall be in the following form (or in a form as near thereto as circumstances allow or in any other form which is usual or which the directors may approve):

"The Association for Petroleum and Explosives Administration
I,                                  of                                  , being a member/Representative of the above named company, hereby appoint                                  of                                  , or failing him                                  of                                  , as my/our proxy to vote in my/our name and on my/our behalf at the annual/extraordinary general meeting of the company to be held on                                  and at any adjournment thereof.

Signed on Date:-            ."

 

49B

49B. Where it is desired to afford members and/or Representatives an opportunity of instructing the proxy how he shall act the instrument appointing a proxy shall be in the following form (or in a form as near thereto as circumstances allow or in any other form which is usual or which the Officers of the Association may approve):

"The Association for Petroleum and Explosives Administration
I,                                  of                                  , being a member/Representative of the above named company, hereby appoint                                  of                                  , or failing him                                  of                                  , as my/our proxy to vote in my/our name and on my/our behalf at the annual/extraordinary general meeting of the company to be held on                                  and at any adjournment thereof. This form is to be used in respect of the resolutions mentioned below as follows:

Resolution No 1 *for *against
Resolution No 2 *for *against

* strike out whichever is not desired.

Unless otherwise instructed, the proxy may vote as he thinks fit or abstain from voting.

Signed on Date:-            ."

 

49C

The instrument appointing a proxy and any other authority under which it is executed or a copy of such authority certified notarially or in some other way approved by the officers of the Association may:

 

a

be deposited at the office or at such other place within the United Kingdom as is specified in the notice convening the meeting or in any instrument of proxy sent out by the company in relation to the meeting not less than 48 hours before the time for holding the meeting or adjourned meeting at which the person named in the instrument proposes to vote; or

 

b

in the case of a poll taken more than 48 hours after it is demanded, be deposited as aforesaid after the poll has been demanded and not less than 24 hours before the time appointed for the taking of the poll; or

 

c

where the poll is not taken forthwith but is taken not more than 48 hours after it was demanded, be delivered at the meeting at which the poll was demanded to the chairman or to the secretary or to any Officer of the Association

 

and an instrument of proxy which is not deposited or delivered in a manner so permitted shall be invalid.

 

49D

A vote given or poll demanded by proxy or by the duly authorised representative of a corporation shall be valid notwithstanding the previous determination of the authority of the person voting or demanding a poll unless notice of the determination was received by the company at the office or at such other place at which the instrument of proxy was duly deposited before the commencement of the meeting or adjourned meeting at which the vote is given or the poll demanded or (in the case of a poll taken otherwise than on the same day as the meeting or adjourned meeting) the time appointed for taking the poll.]

Rules 1 : Rules 2 : Rules 3 : Rules 4 : Rules 5

PO Box 106, Saffron Walden, CB11 3XT, Essex, United Kingdom

Telephone: 0345 603 5507 | Fax: 0345 603 5507 | email: admin@apea.org.uk linkedin

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