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ARTICLES OF ASSOCIATION General Meetings 17.1 A General Meeting may be convened by the Board at any time. 17.2 If there are at any time less than two Directors then a continuing Director or the Secretary may convene a General Meeting for the purposes referred to in Article 56.1. 17.3 The Board shall convene each year at approximately quarterly intervals not less than four General Meetings (to include an annual general meeting) to be held at such time and at such place as the Board shall determine. 17.4 The Board (and if there are less than two Directors, a continuing Director or the Secretary) shall on receipt by the Company of the requisition to that effect from two or more Members forthwith proceed to convene a General Meeting (other than an annual general meeting) for a date not later than: 17.4.1 twenty eight clear days after the receipt of such requisition if it is signed by less than two thirds in number of the Members; or 17.4.2 fourteen clear days after the receipt of such requisition if it is signed by two thirds or more in number of the Members; or 17.4.3 twenty one clear days after receipt of such requisition if the meeting is for any of the purposes referred to in Articles 18.1.2, 18.1.3, or 18.1.4. Notice of General Meetings 1 18.1 At least twenty one clear days’ notice in writing shall be given for: 18.1.1 any annual general meeting; 18.1.2 any meeting at which it is proposed to pass a special resolution or an elective resolution; 18.1.3 any meeting at which it is proposed to pass a Resolution appointing a person as a Director; 18.1.4 any meeting at which it is proposed to make, adopt or amend the Rules. 18.2 At least fourteen clear days’ notice in writing shall be given for any other General Meeting. 19. The notice of a General Meeting shall specify the time and place of the meeting, the general nature of the business to be transacted and shall include a statement that a Member entitled to attend and vote is entitled to appoint one or two proxies to attend and vote instead of that Member and that a proxy need not also be a Member and, in the case of an annual general meeting, shall specify the meeting as such. 1 By elective resolution passed at a General Meeting of Shareholders held on 3rd December 1998 it was resolved that the provisions of Section 369(4) and Section 378(3) of the Companies Act 1985 (as amended by the Companies Act 1989) are to have effect in relation to the Company as if, for the references, in those sections, to 95%, there were substituted references to 90%. Accordingly any agreement of the members to the calling of a general meeting on short notice (Section 369) or to consider a special resolution at a General Meeting on short notice, requires the agreement of a majority of 90% (rather than 95%) in number, of the members having the right to attend and vote at a meeting. 452

20. Notice of any General Meeting shall be given to the Special Shareholder, all the Members, any Successor of a Member and to each Director and the auditors. 21. The accidental omission to give notice of a meeting to, or the non-receipt of notice of a meeting by, any member or person entitled to receive notice shall not invalidate the proceedings at that meeting. Proceedings at General Meetings 22. No business shall be transacted at any General Meeting unless a quorum is present. Save as otherwise provided in these Articles, two thirds in number of the Members who are present by a Representative or by proxy shall constitute a quorum for all purposes. 23. If such a quorum is not present within half an hour from the time appointed for the meeting, or if during a meeting such a quorum ceases to be present, the meeting shall stand adjourned to the same day in the next week at the same time and place or to such time and place as the Board may determine. If at the adjourned meeting a quorum is not present within half an hour from the time appointed for the meeting the notice of the meeting shall be deemed to be, and the meeting shall be, cancelled. 24. The Chairman, or, in his absence, the Chief Executive, shall preside as chairman of the meeting. If neither Director is willing to act as chairman, or if neither Director is present within fifteen minutes after the time appointed for holding the meeting, the Members present shall elect one of the Representatives of a Member who is present to be the chairman of the meeting. 25. Notwithstanding that he is not a Member, a Director shall be entitled to attend and speak at any General Meeting. 26. The chairman of the meeting may, with the consent of a General 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 thirty days or more notice shall be given in accordance with Article 18 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. 27. Except where the Act specifies that a particular resolution of the Company requires a greater majority, two-thirds of such Members who are present and who vote by their Representative or by proxy at a General Meeting of which notice has been duly given shall be required for the passing of all resolutions of the Company. 453 ARTICLES OF ASSOCIATION

ARTICLES OF ASSOCIATION<br />

General Meetings<br />

17.1 A General Meeting may be convened by the Board at any time.<br />

17.2 If there are at any time less than two Directors then a continuing Director or the Secretary<br />

may convene a General Meeting for the purposes referred to in Article 56.1.<br />

17.3 The Board shall convene each year at approximately quarterly intervals not less than four<br />

General Meetings (to include an annual general meeting) to be held at such time and at such<br />

place as the Board shall determine.<br />

17.4 The Board (and if there are less than two Directors, a continuing Director or the Secretary)<br />

shall on receipt by the Company of the requisition to that effect from two or more Members<br />

forthwith proceed to convene a General Meeting (other than an annual general meeting) for<br />

a date not later than:<br />

17.4.1 twenty eight clear days after the receipt of such requisition if it is signed by less than<br />

two thirds in number of the Members; or<br />

17.4.2 fourteen clear days after the receipt of such requisition if it is signed by two thirds or<br />

more in number of the Members; or<br />

17.4.3 twenty one clear days after receipt of such requisition if the meeting is for any of the<br />

purposes referred to in Articles 18.1.2, 18.1.3, or 18.1.4.<br />

Notice of General Meetings 1<br />

18.1 At least twenty one clear days’ notice in writing shall be given for:<br />

18.1.1 any annual general meeting;<br />

18.1.2 any meeting at which it is proposed to pass a special resolution or an elective resolution;<br />

18.1.3 any meeting at which it is proposed to pass a Resolution appointing a person as a Director;<br />

18.1.4 any meeting at which it is proposed to make, adopt or amend the Rules.<br />

18.2 At least fourteen clear days’ notice in writing shall be given for any other General Meeting.<br />

19. The notice of a General Meeting shall specify the time and place of the meeting, the general<br />

nature of the business to be transacted and shall include a statement that a Member entitled<br />

to attend and vote is entitled to appoint one or two proxies to attend and vote instead of that<br />

Member and that a proxy need not also be a Member and, in the case of an annual general<br />

meeting, shall specify the meeting as such.<br />

1 By elective resolution passed at a General Meeting of Shareholders held on 3rd December 1998 it was resolved that the provisions<br />

of Section 369(4) and Section 378(3) of the Companies Act 1985 (as amended by the Companies Act 1989) are to have effect<br />

in relation to the Company as if, for the references, in those sections, to 95%, there were substituted references to 90%.<br />

Accordingly any agreement of the members to the calling of a general meeting on short notice (Section 369) or to consider a special<br />

resolution at a General Meeting on short notice, requires the agreement of a majority of 90% (rather than 95%) in number,<br />

of the members having the right to attend and vote at a meeting.<br />

452

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