THE COMPANIES ACT 2006
PUBLIC COMPANY LIMITED BY SHARES
ARTICLES OF ASSOCIATION
OF
J. SMART & CO. (CONTRACTORS) P L C
Company No SC025130
CONTENTS
____________________________________________________________
CLAUSE
1. | Exclusion of model articles (and any other prescribed regulations) | .................................. 6 |
2. | Interpretation | 6 |
3. | Form of resolution | 9 |
4. | Limited liability | 9 |
5. | Change of name | 9 |
6. | Power to attach rights to shares | 9 |
7. | Allotment of shares and pre-emption | 9 |
8. | Redeemable shares | 11 |
9. | Pari passu issues | 11 |
10. | Variation of rights | 11 |
11. | Payment of commission | 12 |
12. | Trusts not recognised | 12 |
13. | Uncertificated shares | 12 |
14. | Share certificates | 14 |
15. | Replacement certificates | 14 |
16. | Lien on shares not fully paid | 15 |
17. | Enforcement of lien by sale | 15 |
18. | Application of proceeds of sale | 15 |
19. | Calls | 16 |
20. | Liability of joint holders | 16 |
21. | Interest on calls | 16 |
22. | Power to differentiate | 17 |
23. | Payment of calls in advance | 17 |
24. | Notice if call or instalment not paid | 17 |
25. | Forfeiture for non-compliance | 17 |
26. | Notice after forfeiture | 17 |
27. | Forfeiture may be annulled | 18 |
28. | Surrender | 18 |
29. | Sale of forfeited shares | 18 |
30. | Effect of forfeiture | 18 |
31. | Evidence of forfeiture | 19 |
32. | Form of transfer | 19 |
33. | Right to refuse registration of transfer | 19 |
2 |
34. | Notice of refusal to register a transfer | 20 |
35. | No fees on registration | 20 |
36. | Other powers in relation to transfers | 20 |
37. | Transmission of shares on death | 21 |
38. | Election of person entitled by transmission | 21 |
39. | Rights on transmission | 21 |
40. | Destruction of documents | 22 |
41. | Sub-division | 23 |
42. | Fractions | 23 |
43. | Annual general meetings | 23 |
44. | Convening of general meetings | 23 |
45. | Simultaneous attendance and participation by electronic facilities | 25 |
46. | Notice of general meetings | 25 |
47. | Contents of notice of general meetings | 25 |
48. | Omission to give notice and non-receipt of notice | 27 |
49. | Postponement of general meeting | 27 |
50. | Quorum at general meeting | 28 |
51. | Procedure if quorum not present | 28 |
52. | Chair of general meeting | 28 |
53. | Entitlement to attend, speak and participate | 29 |
54. | Adjournments | 29 |
55. | Notice of adjournment | 30 |
56. | Business of adjourned meeting | 30 |
57. Accommodation of members, security arrangements and orderly conduct at general
meetings | 30 | |
58. | Overflow meeting rooms | 31 |
59. | Amendment to resolutions | 32 |
60. | Members' resolutions | 32 |
61. | Method of voting | 32 |
62. | Objection to error in voting | 33 |
63. | Procedure on a poll | 33 |
64. | Votes of members | 34 |
65. | No right to vote where sums overdue on shares | 35 |
66. | Voting by Proxy | 35 |
67. | Receipt of proxy | 36 |
68. | Revocation of proxy | 38 |
69. | Corporate representatives | 38 |
3 |
70. | Failure to disclose interests in shares | 39 |
71. | Power of sale of shares of untraced members | 41 |
72. | Application of proceeds of sale of shares of untraced members | 42 |
73. | Number of directors | 43 |
74. | Power of company to appoint directors | 43 |
75. | Power of board to appoint directors | 43 |
76. | Eligibility of new directors | 43 |
77. | Appointment of independent directors | 43 |
78. | Retirement of directors | 44 |
79. | Deemed re-appointment | 44 |
80. | Removal of directors | 44 |
81. | Procedure if insufficient directors appointed | 45 |
82. | Vacation of office by director | 45 |
83. | Resolution as to vacancy conclusive | 46 |
84. | Appointment of alternate directors | 46 |
85. | Alternate directors' participation in board meetings | 46 |
86. | Alternate director responsible for own acts | 47 |
87. | Interests of alternate director | 47 |
88. | Revocation of alternate director | 47 |
89. | Directors' fees | 47 |
90. | Expenses | 48 |
91. | Additional remuneration | 48 |
92. | Remuneration of executive directors | 48 |
93. | Pensions and other benefits | 48 |
94. | Powers of the board | 49 |
95. | Powers of directors if less than minimum number | 49 |
96. | Powers of executive directors | 50 |
97. | Delegation to committees | 50 |
98. | Local management | 50 |
99. | Power of attorney | 51 |
100. | Exercise of voting power | 51 |
101. | Provision for employees on cessation of business | 51 |
102. | Overseas registers | 52 |
103. | Borrowing powers | 52 |
104. | Board meetings | 52 |
105. | Notice of board meetings | 52 |
4 |
106. | Quorum | 53 |
107. | Chair | 53 |
108. | Voting | 53 |
109. | Participation by telephone or other form of communication | 53 |
110. | Resolution in writing | 54 |
111. | Proceedings of committees | 54 |
112. | Minutes of proceedings | 54 |
113. | Validity of proceedings | 55 |
114. | Transactions or other arrangements with the company | 55 |
115. | Authorisation of Directors' conflicts of interest | 56 |
116. | Restrictions on quorum and voting for directors' permitted interests | 57 |
117. | General | 59 |
118. | Power to authenticate documents | 59 |
119. | Use of seals | 59 |
120. | Declaration of dividends | 60 |
121. | Interim dividends | 60 |
122. | Calculation and currency of dividends | 60 |
123. | Amounts due on shares can be deducted from dividends | 61 |
124. | Dividends not in cash | 61 |
125. | No interest on dividends | 61 |
126. | Method of payment | 61 |
127. | Uncashed dividends | 62 |
128. | Unclaimed dividends | 63 |
129. | Scrip dividends | 63 |
130. | Capitalisation of reserves | 65 |
131. | Record dates | 66 |
132. | Inspection of records | 67 |
133. | Account to be sent to members | 67 |
134. | Service of Notices | 68 |
135. | Notice on person entitled by transmission | 69 |
136. | Record date for service | 69 |
137. | Evidence of service | 70 |
138. | Notice when post not available | 70 |
139. | Indemnity and insurance | 71 |
140. | Winding up | 72 |
5
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J. Smart & Co. (Contractors) plc published this content on 16 December 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 16 December 2022 12:12:04 UTC.