128.
| (1) The directors of a company, notwithstanding anything in its articles, shall, on the requisition of members of the company holding at the date of the deposit of the requisition not less than one-tenth of such of the paid-up capital of the company as at the date of the deposit carries the right of voting at general meetings of the company, or, in the case of a company not having a share capital, members of the company representing not less than one-tenth of the total voting rights of all the members having at the said date-a right to vote at general meetings of the company, forthwith proceed duly to convene an extraordinary general meeting of the company. |
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| (2) The requisition shall state the objects of the meeting, and shall be signed by the requisitionists and deposited a' the registered office of the company, and may consist of several documents in like form, each signed by one or more requisitionists. |
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| (3) Where the directors do not within twenty-one days from the date of the deposit of the requisition duly proceed to convene a meeting, the requisitionists, or any of them representing more than one-half of the total voting rights of all of them may themselves convene a meeting, but any meeting so convened shall not be held after the expiration of three months from the said date. |
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| (4) A meeting convened under the provisions of this section by the requisitionists shall be convened in the same manner as nearly as possible, as that in which meetings are to be convened by the directors. |
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| (5) Any reasonable expenses incurred by the requisitionists by reason of the failure of the directors duly to convene a meeting shall be repaid to the requisitionists by the company, and any sum so repaid shall be retained by the company out of any sums due or to become due from the company by way of fees or other remuneration in respect of their services to such of the directors as were in default. |
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| (6) For the purposes of this section, the directors shall, in the case of a meeting at which a resolution is to be proposed as a special resolution, be deemed not to have duly convened the meeting if they do not give such notice thereof as is required by the provisions of section 137. |
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Sri Lanka Consolidated Acts