COMPANIES ACT (NORTHERN IRELAND) 1960

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COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 130

Proxies.

130.(1) Subject to sub-section (2), any member of a company entitled to attend
and vote at a meeting 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 appointed to attend and vote instead of a member of a
private company shall also have the same right as the member to speak at the
meeting.

(2) Unless the articles otherwise provide

(a)sub-section (1) shall not apply in the case of a company not having a share
capital; and

(i)to appoint more than one proxy to attend on the same occasion; and

(ii)to appoint as his proxy, any person who is not a member of the company,
unless that person is a solicitor or qualified, in accordance with sub-section
(1) of section one hundred and fifty-five to act as auditor of a company; and]

(c)a proxy shall not be entitled to vote except on a poll.

(3) In every notice calling a meeting of a company [(other than a
private company)] having a share capital there shall appear with reasonable
prominence a statement that a member entitled to attend and vote is entitled
to appoint a proxy or, where that is allowed, one or more proxies, to attend
and vote instead of him, and that a proxy need not also be a member; and if
default is made in complying with this sub-section as respects any meeting,
every officer of the company who is in default shall be liable to a fine not
exceeding fifty pounds.

(4) [Subject to sub-section (5)], any provision contained in a company's
articles shall be void in so far as it would have the effect of requiring the
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 company or any other person in Northern Ireland more than
forty-eight hours, [or, in the case of a private company, more than
twenty-four hours], before a meeting or adjourned meeting in order that the
appointment may be effective thereat.

[(5) Where the day immediately preceding any meeting of a private company is a
Sunday or a bank holiday, sub-section (4) shall have effect as if for the
words "twenty-four hours" there were substituted the words "forty-eight
hours".]

(6) Subject to sub-section (7), if for the purpose of any meeting of a company
invitations to appoint as proxy a person or one of a number of persons
specified in the invitations are issued at the company's expense to some only
of the members entitled to be sent a notice of the meeting and to vote thereat
by proxy, every officer of the company who knowingly and wilfully authorises
or permits their issue as aforesaid shall be liable to a fine not exceeding
one hundred pounds.

(7) An officer shall not be liable under sub-section (6) 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 request in writing to every member entitled to vote at the
meeting by proxy.

(8) This section shall apply to meetings of any class of members of a company
as it applies to general meetings of the company.

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Northern Irish Legislation

COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 130