Sri Lanka Consolidated Acts

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Companies Act (No. 17 of 1982) - Sect 133

Proxies

133.
(1) Any member of a company entitled to attend and vote at a "meeting of the company shall be entitled to appoint another person (whether a member or not) as his proxy to attend and vote instead of him, but a proxy so appointed shall not have the same right as, the member to speak at the meeting unless expressly authorized in that behalf by the instrument appointing him as proxy ;
(2) In every notice calling a meeting of a company having a share capital there shall appear with reasonable prominence a statement that a member entitled to attend and vote is entitled to appoint a proxy to attend and vote instead of him, and that a proxy need not also be a member ; and where default is made in complying with the provisions of this, subsection as respects any meeting every officer of the company who is in default shall be guilty of an offence and shall be liable to a fine not exceeding five hundred rupee.
(3) Any provision contained in a company's articles shall be void in so far as it would have the effect of requiring the instrument appointing a proxy, or any other document necessary to show the validity of or otherwise relating to the appointment of a proxy, to be received by the company or any other person more than forty-eight hours and not less than twenty-four hours before a meeting or adjourned meeting in order that the appointment may be effective thereat.
(4) Where for the purpose of any meeting of a company invitations to appoint as proxy a person "or one of a number of persons specified in the invitations are issued at the company's expense to some only of the members entitled to be sent a notice of the meeting and to vote thereat by proxy, every officer of the company who knowingly and wilfully authorizes or permits their issue as aforesaid shall be guilty of an offence and shall be liable to a fine not exceeding one thousand rupees:
(5) The provisions of this section shall apply to meetings of any class of members of a company as it applies to general meetings of the company.
(6) Every member of the company or a proxy holder shall be entitled to inspect the proxies received under the provisions of this section at least three hours before the commencement of the meeting or adjourned meeting at which the proxy is to be used.


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