英国公众公司的司章程模板.doc

SCHEDULE 3 Regulation 4 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 IS