英国公众公司的公司章程 (2).doc

英国公众公司的公司章程
Revised by Jack on December 14,2020
MODEL ARTICLES FOR PUBLIC COMPANIES
INDEX TO THE ARTICLES
PART 1
INTERPRETATION AND LIMITATION OF LIABILITY
1 ・ Defined terms
Liability of members
PART 2
DIRECTORS
DIRECTORS' POWERS AND RESPONSIBILITIES
Directors9 general authority
Members9 resen*e power
Directors may delegate
Committees
DECISION-MAKING BY DIRECTORS
Directors to take decisions collectively
Calling a directors，meeting
Participation ill directors' meetings
Quomm for directors' meetings
Meetings where total number of directors less than quorum
Chairing directors, meetings
Voting at directors，meetings: general rules
Chaiiman's casting vote at directors，meetings
Alternates voting at dii,ectors, meetings
Conflicts of interest
Proposing directors5 written resolutions
Adoption of directorswritten resolutions
Directorsdiscretion to make further rules
APPOINTMENT OF DIRECTORS
Methods of appointing directors
21 ・ Retirement of directors by rotation
Temiination of dkector's appointment
Directors9 remuneration
Directors expenses
ALTERNATE DIRECTORS
Appointment and removal of alternates
Rights and responsibilities of alternate directors
Termination of alternate directorship
PART 3
DECISION-MAKING BY MEMBERS
ORGANISATION OF GENERAL MEETINGS
Members can call general meeting if not enough directors
Attendance and speaking at general meetings
Quorum for general meetings
31 ・ Chairing general meetings
Attendance and speaking by directors and non-members
Adjournment
VOTING AT GENERAL MEETINGS
Voting: general
Errors and disputes
Demanding a poll
Procedure on a poll
3& Content of proxy notices
Delivery of proxy notices
Amendments to resolutions
RESTRICTIONS ON MEMBERS5 RIGHTS
No voting of shares on which money owed to company
〜 APPLICATION OF RULES TO CLASS MEETINGS
Class meetings
〜 PART 4
SHARES AND DISTRIBUTIONS
ISSUE OF SHARES
Powers to issue different classes of share
Payment of commissions on subscript