ANNUAL GENERAL MEETING 2017
Notice is hereby given that the Annual General Meeting of members of the St. Louis Old Boysˇ Association Limited (the Association) will be held on the 18th day of April 2017 (Tuesday) at 7:00 p.m.. at the Majesty Chinese Restaurant, 3rd Floor, Regent Centre, No. 88 Queenˇs Road Central, Central, Hong Kong for the following purposes :
a) To modernize the dispatch of notice of the Association by amending and restating Articles 13 and 60 of the Associationˇs Article of Association as follows:
¨13. An Annual General Meeting and a meeting called for the passing of a special resolution shall be called by 21 daysˇ notice at the least, and a meeting of the company other than an annual general meeting or a meeting for the passing of a special resolution shall be called by 14 daysˇ notice at the least. The notice shall be exclusive of the day on which it is served or deemed to be served and of the day for which it is given, and shall specify the place, the day and the hour of meeting and, in case of special business, the general nature of that business and shall be given, in manner hereinafter mentioned or in such other manner, if any, as may be prescribed by the Association in General Meeting, to such persons as are, under the Articles of the Association, entitled to receive such notice from the Association.
Provided that a meeting of the Association shall, notwithstanding that it is called by shorter notice than that specified in this Article, be deemed to have been duly called if it is so agreed
(a) in the case of a meeting called as the Annual General Meeting, by all the members entitled to attend and vote thereat; and
(b) in the case of any other meeting, by a majority in number of the members having a right to attend and vote at the meeting, being a majority together representing not less than 95% of the total voting rights of all the members entitled to attend and vote at that meeting.
60. A notice or document may be served by the Association upon any member in writing or by facsimile transmission message or other form of electronic transmission or communication and any such notice or document may be served or delivered by the Association on or to any member either personally or by sending it through the post in a prepaid envelope addressed to such member at his registered address as appearing in the register of members or at any other address supplied by him to the Association for the purpose or, as the case may be, by transmitting it to any such address or transmitting it to any facsimile transmission number or electronic number or address supplied by him to the Association for the giving of notice or document to him or which the person transmitting the notice or document reasonably and bona fide believes at the relevant time will result in the notice or document being duly received by the member or, to the extent permitted by the applicable laws, by placing it on the Associationˇs website, and giving to the member a notice stating that the notice or document is available there (a ¨notice of availability〃). The notice of availability may be given to the member by any of the means set out above other than by posting it on a website.〃
b) To modernize the meeting of Directors by amending and restating Articles 46 and 47 of the Associationˇs Article of Association as follows:
¨46.1 The Directors may meet together for the dispatch of business, adjourn, and otherwise regulate their meetings as they think fit. Unless otherwise determined, the majority of the number of Directors for the time being of the Association shall be a quorum. Questions arising at any meeting shall be decided by a majority of votes. In case of equality of votes the President, or in the absence of the President, the appointed Chairman for the meeting shall have a second or casting vote. Provided that a Director shall not be entitled to vote at any Board or Committee Meeting on matters in which he has an interest.
46.2 Directors participate in a Directorsˇ meeting when:
46.2.1 the meeting has been called and takes place in accordance with these Articles; and
46.2.2 they can each communicate to the other Directors any information or opinions they have on any particular item of the business of the meeting. A Director so participating shall be entitled to vote and be counted in a quorum accordingly.
46.3 In determining whether a Director is participating in a Directorsˇ meeting, it is irrelevant where such Director is and how the Directors communicate with each other.
46.4 If all the Directors participating in a Directorsˇ meeting are not in the same place, such a meeting shall be deemed to take place where it is convened to be held or (if no Director is present in that place) where the largest group of those participating is assembled, or, if there is no such group, where the Chairman of the meeting is. The word meeting in these Articles shall be construed accordingly.
47. A Director may summon a meeting of Directors at any time by notice serve upon the Directors. Notice of a Directorsˇ meeting need not be in writing.〃
c) To receive and adopt an Annual Presidentˇs Report for the preceding year.
d) To receive and approve the Hon. Treasurerˇs Financial Reports and the audited Statement of Accounts for the preceding year.
e) To appoint Andy T.H. Yuen & Co. as auditors of the Association for the ensuing year and to authorize the board of Directors of the Association to fix their remuneration.
f) To elect Directors/Council Members of the Association for the ensuing year.
The Associationˇs Article of Association is available at the Company Registry or at the office of the Association. All members listed in the directory, who being eligible, are invited to attend the meeting. Members wishing to appoint a proxy should duly complete and sign the enclosed proxy form. The proxy form shall be deposited at the registered office of the Association or delivered to the Honorary Secretary of the Association not less than twenty-four hours before the time appointed for holding the meeting.
Dated the 19th day of March 2017.
BY ORDER OF THE BOARD