英国公众公司的公司章程模板.doc

MODEL ARTICLES FOR PUBLIC COMPANIES
INDEX TO THE ARTICLES
PART 1
INTERPRETATION AND LIMITATION OF LIABILITY
1 Defined terms
2 Liability of members
PART 2
DIRECTORS
DIRECTORS’ POWERS AND RESPONSIBILITIES
3 Directors’ general authority
4 Members’ reserve power
5 Directors may delegate
6 Committees
DECISION-MAKING BY DIRECTORS
7 Directors to take decisions collectively
8 Calling a directors’ meeting
9 Participation in directors’ meetings
10 Quorum for directors’ meetings
11 Meetings where total number of directors less than quorum
12 Chairing directors’ meetings
13 Voting at directors’ meetings: general rules
14 Chairman’s casting vote at directors’ meetings
15 Alternates voting at directors’ meetings
16 Conflicts of interest
17 Proposing directors’ written resolutions
18 Adoption of directors’ written resolutions
19 Directors’ discretion to make further rules
APPOINTMENT OF DIRECTORS
20 Methods of appointing directors
21 Retirement of directors by rotation
22 Termination of director’s appointment
23 Directors’ remuneration
24 Directors’ expenses
ALTERNATE DIRECTORS
25 Appointment and removal of alternates
26 Rights and responsibilities of alternate directors
27 Termination of alternate directorship
PART 3
DECISION-MAKING BY MEMBERS
ORGANISATION OF GENERAL MEETINGS
28 Members can call general meeting if not enough directors
29 Attendance and speaking at general meetings
30 Quorum for general meetings
31 Chairing general meetings
32 Attendance and speaking by directors and non-members
33 Adjournment
VOTING AT GENERAL MEETINGS
34 Voting: general
35 Errors and disputes
36 Demanding a poll
37 Procedure on a poll
38 Content of proxy notices
39 Delivery of proxy notices
40 Amendments to resolutions
RESTRICTIONS ON MEMBERS’ RIGHTS
41 No voting of shares on which money owed to company
APPLICATION OF RULES TO CLASS MEETINGS
42 Class meetings
PART 4
SHARES AND DISTRIBUTIONS
ISSUE OF SHARE