65 Members’ resolutions
Unless otherwise specified in this Act or in the memorandum or articles of a company, the exercise by the members of a company of a power which is given to them under this Act or the memorandum or articles shall be by a resolution-
(a) passed at a meeting of members held pursuant to section 67; or
(b) passed as a written resolution in accordance with section 71.
66 Votes of members
For the purposes of this Act, unless the memorandum or articles make contrary provision-
(a) votes of shareholders shall be counted according to the votes attached to the shares held by the shareholder voting;
(b) a guarantee member is entitled to one vote on any resolution on which such member is entitled to vote.
67 Meetings of members
(1) The following persons may convene a meeting of the members of the company at any time-
(a) the directors of the company; or
(b) such person or persons as may be authorised by the memorandum or articles to call the meeting.
(2) The directors of a company shall call a meeting of the company to consider a resolution if requested in writing to do so by a member or members holding at least 10 per cent (or such smaller percentage as may be specified in the memorandum or articles) of the voting rights in relation thereto.
(3) Subject to a company’s memorandum and articles, a meeting of the members of the company may be held at such time and in such place, within or outside the Isle of Man, as the convener of the meeting considers appropriate.
(4) Subject to contrary provision in the memorandum or articles of a company, a member of the company shall be deemed to be present at a meeting of members if-
(a) such member participates by telephone or other electronic means; and
(b) all members participating in the meeting are able to communicate with each other.
(5) Subject to contrary provision in its memorandum or articles, a member of a company may be represented at a meeting of members by a proxy who may speak and vote on behalf of the member.
(6) Subject to the memorandum and articles, the following apply where shares are jointly owned-
(a) if two or more persons hold shares jointly each of them may be present in person or by proxy at a meeting of members and may speak as a member;
(b) if only one of them is present in person or by proxy, that person may vote on behalf of all of them; and
(c) if two or more are present in person or by proxy, they may only vote as one.
(7) Subject to any requirement for a higher majority specified in this Act or in the memorandum or articles, a resolution of the members of a company, or a class of the members of a company, is passed at a meeting of such members if it is approved by a member or members holding a majority of in excess of 50% of the voting rights exercised in relation thereto.
68 Notice of meetings of members
(1) Subject to a requirement in the memorandum or articles to give longer notice of meetings, a person or persons convening a meeting of members shall give not less than 14 days’ notice of the meeting to those persons whose names, on the date the notice is given, appear as members in the register of members and are entitled to vote at the meeting.
(2) Notwithstanding that a meeting is called by shorter notice than that specified in subsection (1) or in the articles, a meeting of members to consider a resolution is deemed to have been duly called if a member or members holding at least 90 per cent, or such smaller percentage as may be specified in the articles, of the voting rights in relation thereto have waived notice of the meeting and, for this purpose, the presence of a member at the meeting shall be deemed to constitute waiver on the part of such member.
(3) The inadvertent failure of the convener or conveners of a meeting of members to give notice of the meeting to a member, or the fact that a member has not received the notice, does not invalidate the meeting.
(4) The convener or conveners of a meeting of members may fix the date notice is given of a meeting as the record date for determining those members that are entitled to vote at the meeting.
69 Quorum for meetings of members
The quorum for meetings of members for the purposes of a resolution of members is that fixed by the articles but, where no quorum is so fixed, a meeting of members to consider a resolution is properly constituted for all purposes if at the commencement of the meeting there are present in person (in the case of a member who is an individual) or by a duly appointed representative (in the case of a member who is a body corporate) or by proxy (in either case), a member or members holding at least 10 per cent of the voting rights in relation thereto.