Section 12. Meetings of Society
(1) General Meetings of the Society shall comprise the Annual General Meeting and Special General Meetings.
(2) An Annual General Meeting shall be held each year at such time on such date and at such place as the Council may appoint but not more than 15 months after the last preceding Annual General Meeting.
(3) Special General Meetings of the Society shall be convened by the Secretary on the instructions of the President or of the Council or on a requisition signed by not less than 20 members of the Society. The requisition must state the objects of the meeting. It must be deposited with the Secretary and may consist of several documents in like form each signed by one or more requisitionists. A Special General Meeting required by requisition shall be held within 28 days of receipt of the requisition at such time on such date and at such place as the President, whom failing the Vice- President, may appoint. (4) Fourteen daysâ€™ notice at least (exclusive of the day on which the notice is sent but inclusive of the day for which the notice is given), specifying the place, day, and hour of any General Meeting and the business to be considered shall be given to each member of the Society. A notice of a General Meeting shall be deemed to have been effected at the expiration of 24 hours after the letter containing the notice is sent. The accidental omission to give notice of a meeting to, or the non-receipt of notice of a meeting by any member shall not invalidate the proceedings at the meeting.
Section 13. Proceedings at General Meetings of the Society
(1) The President, whom failing the Vice-President, shall preside at a General Meeting, and if at any meeting neither the President nor the Vice- President is present, the members present shall choose one of their number who is a member of Council to preside.
(2) The business of the Annual General Meeting shall be to consider the Report of the Council, the statement of accounts of the Society and the report of the auditors thereon, to elect auditors, and any other business specified in the notice of the meeting. A copy of the Report of the Council shall be made available to the members of the Society on the Societyâ€™s website from the date the notice of the Annual General Meeting is sent to the members of the Society. If, after the notice of Annual General Meeting has been sent to the members of the Society, a member requests a copy of the Report, the Council shall promptly send a copy to the member. At the option of the member that copy shall be sent either in paper or electronic form to the member at his place of business.
(3) The Council shall include in the notice of the Annual General Meeting any item relating to the business of the Society specified in a requisition made by not less than 10 members of the Society and received by the Secretary not less than 42 days before the meeting. The business of any Special General Meeting shall be to consider only the business specified in the notice of meeting.
(4) No business shall be transacted at any General Meeting unless a quorum of members of the Society is present within half an hour after the time appointed for the meeting. Twenty members personally present shall be a quorum. A meeting at which a quorum is not present, if not convened on a requisition shall stand adjourned to a day and hour to be fixed by the majority of the members present, and if convened on a requisition shall fail and not be held.
(5) Subject to the provisions of this Constitution and to any directions given by the Society in General Meeting, the Council may make standing orders with regard to the conduct of the business at meetings of the Society, including the adjournment of meetings.
(6) Subject to the provisions of paragraph 5 of Schedule 1 to the Act, no resolution passed at a General Meeting shall be binding on the Society until it has been adopted by the Council or has been confirmed at the next General Meeting, and it shall be the duty of the Council, if it does not adopt the resolution, to bring the same before the next General Meeting accordingly, but this provision shall not apply to a resolution proposed by the Council and passed at the meeting at which it has been proposed.
Section 14. Voting at General Meetings
(1) At any General Meeting a resolution put to the vote of the meeting shall be decided by a show of hands unless a poll is (before or on the declaration of the result of the show of hands) demanded by at least three members present in person and unless a poll is so demanded a declaration by the chairman of the meeting that a resolution has, on a show of hands, been carried or carried unanimously or by a particular majority or lost, and an entry to that effect in the minutes of the proceedings of the Society shall be conclusive evidence of the fact, without proof of the number or proportion of the votes recorded in favour of, or against, that resolution: always provided that a poll may not be demanded in the case of a resolution with regard to the appointment of a chairman of the meeting or the adjournment of the meeting or in the case of a motion that the question be now put or that the meeting move to the next business.
(2) If a poll is demanded, it shall be taken at once in such manner as the chairman directs, and the result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded.
(3) In the case of an equality of votes, whether on a show of hands or on a poll, the chairman of the meeting at which the show of hands takes place or at which the poll is taken shall be entitled to a second or casting vote.
(4) On a show of hands every member present in person shall have one vote.
(5) On a poll, votes may be given either personally or by proxy.
(6) The instrument appointing a proxy shall be deposited with the Secretary at any time after the notice is sent calling the General Meeting and not less than 48 hours before the time for holding the meeting or adjourned meeting at which the person named in the instrument proposes to vote, and in default the instrument of proxy shall not be treated as valid. A proxy must be a member of the Society.