Companies Act (Cap. 386), article 132

132. (1) If for any reason it is impracticable to call a meeting of a company in any manner in which meetings of the company may be called, or to conduct the meetings of that company in the manner prescribed by the articles or this Act, the court may, e ither on its own motion or on the demand of either of the parties to the proceedings during the course of such proceedings or, in the absence of any proceedings, on t he application of any director of the company or of any member of the company who would be COMP ANIES [CAP. 386. 87 entitled to vote at the meeting, order a meeting of the company to be called, held and conducted in such manner as the court think s fit, and where any such order is made, may give such ancillary or consequential directions as it thinks expedient, including a direction that one member of the company present in person or b y proxy shall be deemed t o constitute a meeting. (2) The provisions of sub-article (1) shall also apply to the calling of meetings of the board of directors of a company, if the court considers that the circums tances justify such course of a ction. Proxies.133. (1) Notwithstanding anything contained in the memorandum or articles of a company, any member entitled to attend and vote at a meeting of the company or at a meeting of any class of members of the company shall be entitled to appoint another person, whether a member or not, as his proxy to attend and vote instead of him, and a proxy so appointed shall have the sa me right as the member to speak at the meeti ng and to demand a pol l. (2) The appointment of a proxy shall be in writing. (3) In every notice calling a meeting of a company there shall appear with reasonable prominence a statement that a member entitled to attend and vote is entitled to appoint a proxy and that a proxy need not also be a member. If default is made in complyin g with this sub-article, every off icer of the comp any who is in d efault shall be liable to a penalty. (4) A provision in a company’s memorandum or articles shall be void in so far as it would have the effect of requiring an instrument appointing a proxy, or any other document necessary to show the validity of, or otherwise relating to, the appointment of a proxy, to be received by the com pany or any other person more than forty-eight hours before a meeting or adjourned meeting fo r that appointment to be effective. (5) A company shall not issue at its own expense to some only of the members entitled to be se nt a notice of a meeting and to vote thereat by proxy, invitations to appoint as proxy a person or o ne of a number of persons specified in the invitations. If default is made in complying with this sub-article, every officer of the compan y who is in default shall be liable to a penalty: Provided that an officer shall not be liable to a penalty by reason only of the issue to a member at his request in writing of a form of appointment naming the proxy, or of a list of persons willing to act as proxy, if the form or list is available on re quest in writing to every member entitle d to vote at the meeting by prox y. (6) The provisions of this articl e shall apply to meetings of an y class of members of a company as they apply to general meetings of the company. Right to demand a poll.