ICGN
Bylaws
made by the ICGN Governors in accordance with their powers under the Articles of Association of International Corporate Governance Network (“ICGN”)
The following Bylaws have been made by the Governors in accordance with their powers under the Articles of Association of International Corporate Governance Network (“ICGN”). Words and expressions used in these Bylaws have the same meanings as are set out in the Articles:-
1. Poll
1.1 Unless a poll is duly demanded a declaration by the chair that a resolution has been carried or carried unanimously, or by a particular majority, or lost, or not carried by a particular majority and an entry to that effect in the minutes of the meeting 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.
1.2 The demand for a poll may, before the poll is taken, be withdrawn but only with the consent of the chair and a demand so withdrawn shall not be taken to have invalidated the result of a show of hands declared before the demand was made.
1.3 A poll shall be taken as the chair directs and he or she may appoint scrutineers (who need not be members) and fix a time and place for declaring the result of the poll. The result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded.
1.4 A poll demanded on the election of the chair or on a question of adjournment shall be taken forthwith. A poll demanded on any other question shall be taken either forthwith or at such time and place as the chair directs not being more than 30 days after the poll is demanded. The demand for a poll shall not prevent the continuance of a meeting for the transaction of any business other than the question on which the poll was demanded. If a poll is demanded before the declaration of the result of a show of hands and the demand is duly withdrawn, the meeting shall continue as if the demand had not been made.
1.5 No notice need be given of a poll not taken forthwith if the time and place at which it is to be taken are announced at the meeting at which it is demanded. In any other case at least seven clear days’ notice shall be given specifying the time and place at which the poll is to be taken.
2. Proxies
2.1 The appointment of a proxy shall be executed by the appointing member and shall be in the following form (or in form as near thereto as circumstances allow or in any other form which is usual or which the Governors may approve):
“International Corporate Governance Network,
I/We, ,
of ,
being a member/members of the above named ICGN, hereby appoint of , or failing him/her, of , as my/our proxy to vote in my/our name(s) and on my/our behalf at the annual/extraordinary general meeting of the ICGN to be held on [date], and at any adjournment thereof.
Signed: …………………………………………….
Dated: ……………………………………………..”
2.2 Where it is desired to afford members an opportunity of instructing the proxy how he or she shall act the appointment of a proxy shall be in the following form (or in a form as near thereto as circumstances allow or in any other form which is usual or which the Governors may approve):
“International Corporate Governance Network
I/We, , of , being a member/members of the above named ICGN, hereby appoint of , or failing him/her, of , as my/our proxy to vote in my/our name(s) and on my/our behalf at the annual/extraordinary general meeting of the ICGN to be held on [date], and at any adjournment thereof.
This form is to be used in respect of the resolutions mentioned below as follows:
Resolution No 1 *for *against
Resolution No 2 *for *against
*Strike out whichever is not desired.
Unless otherwise instructed, the proxy may vote as he or she thinks fit or abstain from voting.
Signed: …………………………………….
Dated: ………………………………………”
2.3 The appointment of a proxy and any authority under which it is executed or a copy of such authority in some way approved by the Governors may:
2.3.1 in the case of an instrument in writing be deposited at the registered office of the ICGN or at such other place within the United Kingdom as is specified in the notice convening the meeting or in any instrument of proxy sent out by the ICGN in relation to the meeting at least 48 hours before the time for holding the meeting or adjourned meeting at which the person named in the instrument proposes to vote; or
2.3.2 in the case of an appointment contained in an electronic communication, where an address has been specified for the purpose of receiving electronic communications:
(a) in the notice convening the meeting, or
(b) in any instrument of proxy sent out by the ICGN in relation to the meeting, or
(c) in any invitation contained in an electronic communication to appoint a proxy issued by the ICGN in relation to the meeting,
be received at such address not less than 48 hours before the time for holding the meeting or adjourned meeting at which the person named in the appointment proposes to vote;
2.3.3 in the case of a poll taken more than 48 hours after it is demanded, be deposited or received as aforesaid after the poll has been demanded and at least 24 hours before the time appointed for the taking of the poll; or
2.3.4 where the poll is not taken forthwith but is taken not more than 48 hours after it was demanded, be delivered at the meeting at which the poll was demanded to the chair or to the Secretary or to any Trustee; and an appointment of proxy which is not deposited, delivered or received in a manner so permitted shall be invalid.
3. Expenses
Details of each item of any expenses to be reimbursed or advanced to a Governor under the Memorandum or the Articles of ICGN shall be available for scrutiny at the Annual General Meeting.
4. Member Subscriptions
These shall run for 12 months from the date a member submits their application and thereafter on each anniversary of that date for the following 12 months.
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