Memorandum
and Articles of Association
Resolution
at Meetings
At
any general meeting a resolution put to the vote of the meeting
shall be decided on a show of hands unless a poll is (before or
on the declaration of the result of the show of hands) demanded:
- by the Chairman;
or
- by at least
three (3) members present in person or by proxy.
Unless a poll
is so demanded a declaration by the Chairman that a resolution has
on a show of hands been carried or carried unanimously, or by a
particular majority, or lost, and an entry to that effect in the
book containing the minutes of the proceedings of the Association
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. The demand for a poll may be withdrawn.
If a poll is
duly demanded it shall be taken in such manner and either at once
or after an interval or adjournment or otherwise as the Chairman
directs and the result of the poll shall be the resolution of the
meeting at which the poll was demanded but a poll demanded on the
election of a Chairman or on a question of adjournment shall be
taken forthwith.
In the case
of an equality of votes, whether on a show of hands or on a poll,
the Chairman of the meeting at which the show of hands takes place
or at which the poll is demanded shall be entitled to a second or
casting vote.
Eligibility to Vote
A member may vote in person or by proxy or by attorney and on a
show of hands every person present who is a member or a representative
of a member shall have one vote and on a poll every member present
in person or by proxy or by attorney or other duly authorised representative
shall have one vote.
A member who
is of unsound mind or whose person or estate is liable to be dealt
with in any way under the law relating to mental health, may vote,
whether on a show of hands or on a poll, by his Committee or by
his Trustee or by such other person as properly has the management
of his estate, and any such Committee, Trustee or other person may
vote by proxy or attorney.
Arrears
No member shall be entitled to vote at any general meeting if his
annual subscription shall be more than one month in arrears at the
date of the meeting.
Proxy
The instrument appointing a proxy shall be in writing under the
hand of the appointor or of his attorney duly authorised in writing
or, if the appointor is a corporation, either under seal or under
the hand of an officer or attorney duly authorised. The instrument
appointing a proxy shall be deemed to confer authority to demand
or join in demanding a poll. A member shall be entitled to instruct
his proxy to vote in favour of or against any proposed resolutions.
Unless otherwise instructed the proxy may vote as he or she thinks
fit.
The instrument
appointing a proxy may be in the following form or in a common or
usual form
The Endocrine Society of Australia
I,.......................................... of ..................................................................
.................................................................................
being a member of the Endocrine Society of Australia hereby appoint
..............................................
of ...................................................................or
failing him .........................
........................ of ............................................................................
as my proxy to vote for me on my behalf at the (annual or extra-ordinary
- as the case may be) general meeting of the Association, to be
held on the ........... day of ... 19...... and at any adjournment
thereof.
My proxy is hereby authorised to vote *in favour of/*against the
following resolutions"
Signed this day 19.......................
Note in the
event of the member desiring to vote for or against any resolution
he shall instruct his proxy accordingly. Unless otherwise instructed,
the proxy may vote as he thinks fit.
* Strike out whichever is not desired.
The instrument
appointing a proxy and the power of attorney or other authority,
if any, under which it is signed or a notarially certified copy
of that power or authority shall be deposited at the registered
office of the Association, or at such other place within the State
as is specified for that purpose in the notice convening the meeting,
not less than forty-eight (48) hours before the time for holding
the meeting or adjourned meeting at which the person named in the
instrument proposed to vote, or in the case of a poll, not less
than twenty-four (24) hours before the time appointed for the taking
of the poll and in default the instrument of proxy shall not be
treated as valid.
A vote given
in accordance with the terms of an instrument of proxy or attorney
shall be valid notwithstanding the previous death or unsoundness
of mind of the principal or revocation of the instrument or of the
authority under which the instrument was executed, if no intimation
in writing of such death, unsoundness of mind or revocation as aforesaid
has been received by the Association at the registered office before
the commencement of the meeting or adjourned meeting at which the
instrument is used.
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