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1、 SCHEDULE 3 Regulation 4MODEL ARTICLES FOR PUBLIC COMPANIESINDEX TO THE ARTICLESPART 1INTERPRETATION AND LIMITATION OF LIABILITY1. Defined terms2. Liability of membersPART 2DIRECTORSDIRECTORS POWERS AND RESPONSIBILITIES3. Directors general authority4. Members reserve power5. Directors may delegate6.
2、 CommitteesDECISION-MAKING BY DIRECTORS7. Directors to take decisions collectively8. Calling a directors meeting9. Participation in directors meetings10. Quorum for directors meetings11. Meetings where total number of directors less than quorum12. Chairing directors meetings13. Voting at directors m
3、eetings: general rules14. Chairmans casting vote at directors meetings15. Alternates voting at directors meetings16. Conflicts of interest17. Proposing directors written resolutions18. Adoption of directors written resolutions19. Directors discretion to make further rulesAPPOINTMENT OF DIRECTORS20.
4、Methods of appointing directors21. Retirement of directors by rotation22. Termination of directors appointment23. Directors remuneration24. Directors expensesALTERNATE DIRECTORS25. Appointment and removal of alternates26. Rights and responsibilities of alternate directors27. Termination of alternate
5、 directorshipPART 3DECISION-MAKING BY MEMBERSORGANISATION OF GENERAL MEETINGS28. Members can call general meeting if not enough directors29. Attendance and speaking at general meetings30. Quorum for general meetings31. Chairing general meetings32. Attendance and speaking by directors and non-members
6、33. AdjournmentVOTING AT GENERAL MEETINGS34. Voting: general35. Errors and disputes36. Demanding a poll37. Procedure on a poll38. Content of proxy notices39. Delivery of proxy notices40. Amendments to resolutionsRESTRICTIONS ON MEMBERS RIGHTS41. No voting of shares on which money owed to companyAPPL
7、ICATION OF RULES TO CLASS MEETINGS42. Class meetingsPART 4SHARES AND DISTRIBUTIONSISSUE OF SHARES43. Powers to issue different classes of share44. Payment of commissions on subscription for sharesINTERESTS IN SHARES45. Company not bound by less than absolute interestsSHARE CERTIFICATES46. Certificat
8、es to be issued except in certain cases47. Contents and execution of share certificates48. Consolidated share certificates49. Replacement share certificatesSHARES NOT HELD IN CERTIFICATED FORM50. Uncertificated shares51. Share warrantsPARTLY PAID SHARES52. Companys lien over partly paid shares53. En
9、forcement of the companys lien54. Call notices55. Liability to pay calls56. When call notice need not be issued57. Failure to comply with call notice: automatic consequences58. Notice of intended forfeiture59. Directors power to forfeit shares60. Effect of forfeiture61. Procedure following forfeitur
10、e62. Surrender of sharesTRANSFER AND TRANSMISSION OF SHARES63. Transfers of certificated shares64. Transfer of uncertificated shares65. Transmission of shares66. Transmittees rights67. Exercise of transmittees rights68. Transmittees bound by prior noticesCONSOLIDATION OF SHARES69. Procedure for disp
11、osing of fractions of sharesDISTRIBUTIONS70. Procedure for declaring dividends71. Calculation of dividends72. Payment of dividends and other distributions73. Deductions from distributions in respect of sums owed to the company74. No interest on distributions75. Unclaimed distributions76. Non-cash di
12、stributions77. Waiver of distributionsCAPITALISATION OF PROFITS78. Authority to capitalise and appropriation of capitalised sumsPART 5MISCELLANEOUS PROVISIONSCOMMUNICATIONS79. Means of communication to be used80. Failure to notify contact detailsADMINISTRATIVE ARRANGEMENTS81. Company seals82. Destru
13、ction of documents83. No right to inspect accounts and other records84. Provision for employees on cessation of businessDIRECTORS INDEMNITY AND INSURANCE85. Indemnity86. InsurancePART 1INTERPRETATION AND LIMITATION OF LIABILITYDefined terms1. In the articles , unless the context requires otherwise“a
14、lternate” or “alternate director” has the meaning given in article 25;“appointor” has the meaning given in article 25;“articles” means the companys articles of association;“bankruptcy” includes individual insolvency proceedings in a jurisdiction other than England and Wales or Northern Ireland which
15、 have an effect similar to that of bankruptcy;“call” has the meaning given in article 54;“call notice” has the meaning given in article 54;“certificate” means a paper certificate (other than a share warrant) evidencing a persons title to specified shares or other securities;“certificated” in relation to a share, means that it is not an uncertificated share or a share in respect of which a share warrant has been issued and is c
