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| | Page 169, line 1 [Clause 372], leave out subsection (5). |
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| | Page 170, line 1, leave out Clause 374. |
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| | Page 170, line 38 [Clause 376], leave out ‘UK’ and insert ‘UK-registered’. |
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| | Page 170, line 40 [Clause 376], leave out ‘UK’ and insert ‘UK-registered’. |
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| | Page 170, line 41 [Clause 376], leave out sub-paragraph (ii). |
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| | Page 170, line 43 [Clause 376], leave out subsection (5). |
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| | Page 171, line 14, leave out Clause 377. |
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| | Page 172, line 23 [Clause 378], leave out from ‘under’ to ‘(“the’ in line 24 and |
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| | insert ‘section (Enforcement of directors’ liabilities by shareholder action) in the name of |
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| | a company (“the company”) by an authorised group’. |
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| | Page 172, line 43 [Clause 379], leave out ‘section 377’ and insert ‘section |
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| | (Enforcement of directors’ liabilities by shareholder action) in the name of a company’. |
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| | Page 173, line 11, leave out Clause 380. |
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| | Page 173, line 12 [Clause 380], at end insert ‘provided that it satisfies the |
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| | conditions set out in subsection (3).’. |
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| | Page 173, line 15 [Clause 380], at end insert— |
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| | | ‘(3) | The conditions are that the trade union currently has in force a political resolution |
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| | | authorising the trade union to apply its funds in the furtherance of political objects |
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| | | and such political resolution authorised donations or expenditure under one or |
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| | | more of the following heads— |
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| | | (a) | donations to political parties or independent election candidates, |
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| | | (b) | donations to political organisations other than political parties, and |
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| | | (c) | political expenditure, |
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| | | | in each case up to a specified amount in the period for which the resolution has |
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| | | effect; and for this purpose “political resolution” shall have the meaning set out |
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| | | in the Trade Union and Labour Relations (Consolidation) Act 1992 (c. 52) save |
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| | | that the reference in section 73(3) of such act to “ten years” shall be deemed to be |
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| | NEW CLAUSES RELATING TO PART 14 |
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| | | Inspection of records of resolutions and meetings |
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| | To move the following Clause:— |
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| | | ‘(1) | The records referred to in section 362 (records of resolutions etc) relating to the |
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| | | previous ten years must be kept available for inspection— |
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| | | (a) | at the company’s registered office, or |
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| | | (b) | at a place specified in regulations under section (Regulations about |
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| | | where certain company records to be kept available for inspection). |
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| | | (2) | The company must give notice to the registrar— |
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| | | (a) | of the place at which the records are kept available for inspection, and |
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| | | (b) | of any change in that place, |
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| | | | unless they have at all times been kept at the company’s registered office. |
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| | | (3) | The records must be open to the inspection of any member of the company |
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| | | (4) | Any member may require a copy of any of the records on payment of such fee as |
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| | | (5) | If default is made for 14 days in complying with subsection (2) or an inspection |
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| | | required under subsection (3) is refused, or a copy requested under subsection (4) |
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| | | is not sent, an offence is committed by every officer of the company who is in |
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| | | (6) | A person guilty of an offence under this section is liable on summary conviction |
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| | | to a fine not exceeding level 3 on the standard scale and, for continued |
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| | | contravention, to a daily default fine not exceeding one-tenth of level 3 on the |
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| | | (7) | In a case in which an inspection required under subsection (3) is refused or a copy |
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| | | requested under subsection (4) is not sent, the court may by order compel an |
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| | | immediate inspection of the records or direct that the copies required be sent to |
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| | | the persons who requested them.’. |
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| | | Saving for provisions of articles as to determination of entitlement to vote |
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| | To move the following Clause:— |
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| | | ‘Nothing in this Chapter affects— |
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| | | (a) | any provision of a company’s articles— |
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| | | (i) | requiring an objection to a person’s entitlement to vote on a |
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| | | resolution to be made in accordance with the articles, and |
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| | | (ii) | for the determination of any such objection to be final and |
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| | | (b) | the grounds on which such a determination may be questioned in legal |
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| | | Computation of periods of notice etc: clear day rule |
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| | To move the following Clause:— |
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| | | ‘(1) | This section applies for the purposes of the following provisions of this Part— |
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| | | section 314(1) and (2) (notice required of general meeting), |
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| | | section 319(1) and (3) (resolution requiring special notice), |
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| | | section 321(4)(d) (request to circulate members’ statement), |
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| | | section 323(2)(b) (expenses of circulating statement to be deposited or |
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| | | tendered before meeting), |
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| | | section 345(4)(d)(i) (request to circulate member’s resolution at AGM of |
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| | | section 347(2)(b)(i) (expenses of circulating statement to be deposited or |
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| | | tendered before meeting). |
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| | | (2) | Any reference in those provisions to a period of notice, or to a period before a |
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| | | meeting by which a request must be received or sum deposited or tendered, is to |
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| | | a period of the specified length excluding— |
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| | | (a) | the day of the meeting, and |
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| | | (b) | the day on which the notice is given, the request received or the sum |
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| | AMENDMENTs RELATING TO PART 14 |
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| | Page 135, line 23 [Clause 288], at end insert— |
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| | | ‘(2A) | Where a provision of the Companies Acts— |
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| | | (a) | requires a resolution of a company, or of the members (or a class of |
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| | | members) of a company, and |
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| | | (b) | does not specify what kind of resolution is required, |
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| | | | what is required is an ordinary resolution unless the company’s articles require a |
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| | | higher majority (or unanimity).’. |
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| | Page 137, line 1 [Clause 291], at end insert— |
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| | | ‘(3A) | Directors of the company shall be ineligible to cast any proxy votes.’. |
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| | Page 137, line 35, leave out Clause 294. |
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| | | Negatived on division 355 |
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| | Page 142, line 23 [Clause 307], at end insert— |
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| | | ‘( ) | Nothing in this Chapter affects a provision of a company’s articles which |
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| | | provides for a resolution in writing executed by or on behalf of each member who |
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| | | would have been entitled to vote upon it if it had been proposed at a general |
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| | | meeting, or at a meeting of any class of members of the company, at which he was |
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| | | present (whether such resolution consists of one instrument executed by or on |
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| | | behalf of each such member or of several instruments in the like form each |
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| | | executed by or on behalf of one or more such members) to be as effectual as if it |
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| | | had been passed at a general meeting, or at a meeting of any class of members of |
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| | | the company, duly convened and held. A resolution in writing passed in |
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| | | accordance with such a provision of the company’s articles shall be treated as if |
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| | | it were a “written resolution” for the purposes of this Chapter.’. |
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| | Page 143, line 6 [Clause 310], leave out ‘who hold’ and insert ‘representing’. |
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| | Page 144, line 25 [Clause 312], leave out ‘their services to’ and insert ‘the services |
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| | Page 145 [Clause 314], leave out line 16. |
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| | Page 145, line 28 [Clause 314], at end insert— |
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| | | ‘( ) | Subsections (5) and (6) do not apply to an annual general meeting of a public |
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| | | company (see instead section 344(2)).’. |
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| | Page 146, line 2 [Clause 316], at end insert ‘and |
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| | | (d) | be communicated directly to the member either in electronic form or in |
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| | Page 147, line 30 [Clause 321], at end insert— |
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| | | | ‘See also section 153 (exercise of rights where shares held on behalf of others).’. |
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| | Page 149, line 30 [Clause 327], at end insert— |
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| | | ‘(1A) | The chairman must demand a poll when he is aware that the outcome would be |
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| | | different from that reached on a show of hands.’. |
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| | Page 149, line 30 [Clause 327], at end insert— |
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| | | ‘(1A) | The chairman must announce the number of proxy votes in favour and against |
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| | | each resolution, before such a resolution is put to a vote of members in general |
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| | Page 156, line 28 [Clause 345], at end insert— |
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| | | | ‘See also section 153 (exercise of rights where shares held on behalf of others).’. |
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| | Page 158, line 13, leave out Clauses 349 to 352. |
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| | Page 158, line 25 [Clause 349], at end insert— |
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| | | | ‘See also section 153 (exercise of rights where shares held on behalf of others).’. |
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| | Page 162, line 32 [Clause 357], leave out ‘auditor’ and insert ‘independent |
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| | Page 165, line 33, leave out Clause 365. |
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