Consensus One Venture Capital Limited Partnership Deed


12. MEETINGS OF PARTNERS

12.1 Application 
12.2 Convening of meetings 
12.3 Postponing meetings 
12.4 Notice 
12.5 Quorum at meetings 
12.6 Chair of meetings 
12.7 Attendance at meetings 
12.8 Representation at meetings 
12.9 Conduct of meetings 
12.10 Decisions at meetings 
12.11 Voting rights 
12.12 Resolutions without meetings 
12.13 Signing of minutes 
12.14 Minutes as evidence

12.1 Application

(a) This clause 12 applies to meetings convened for the purpose of passing a Majority Resolution or Special Majority Resolution under this deed.

(b) No decision or resolution of Partners is binding on the Partners unless it is a Majority Resolution or Special Majority Resolution contemplated by and passed in accordance with this deed.

12.2 Convening of meetings

(a) Subject to the provisions of the Partnership Act, the General Partner may convene a meeting of the Partners at a reasonable time with at least 21 days notice to each other Partner and the Auditor.

(b) If the General Partner receives an application to hold a meeting of Partners, and the application is:

(i) delivered to the Registered Office; and

(ii) signed by Limited Partners (other than a Defaulting Limited Partner) whose Capital Commitments are at least 25% of the total of the Capital Commitments of the Limited Partners (other than a Defaulting Limited Partner) at that date,

the General Partner must, within 5 Business Days after receiving the notice, convene a meeting of Partners at a reasonable time with at least 21 days notice, but not more than 28 days notice to each other Partner and the Auditor.

(c) If the General Partner fails to requisition a meeting in accordance with paragraph (b), a Limited Partner may within 5 Business Days convene the meeting at a reasonable time with at least 21 days notice, but not more than 28 days notice, to each other Partner and the Auditor.

12.3 Postponing meetings

(a) Subject to paragraph (c), the General Partner may postpone, cancel or change the venue for a meeting by giving notice at least 5 Business Days before the time at which the meeting was to be held to each other Partner and the Auditor.

(b) A notice postponing or changing the venue for a meeting must specify the new date, time and place of the meeting.

(c) The General Partner may only postpose, cancel or change the venue for a meeting requisitioned under clause 12.2(b) if the Limited Partners who requisitioned the meeting consent in writing to the postponement, cancellation or change of venue.

(d) The Limited Partners who requisitioned a meeting under clause 12.2(b) may, by notice to the General Partner at least 10 Business Days before the date of the meeting, require the General Partner to postpose, cancel or change the venue for the meeting in accordance with paragraph (a).

12.4 Notice

(a) A notice to Partners convening a meeting under clause 12.2 (Convening of meetings) must indicate the date, time and place of the meeting, and state the general nature of the business to be transacted at the meeting and any resolutions to be put to Partners at the meeting of which the General Partner is aware and the effect of those resolutions.

(b) Despite any other provision of this deed, a period of notice required under this deed in respect of a meeting may be shortened by unanimous written consent of the General Partner and each Limited Partner (other than a Defaulting Limited Partner).

(c) A person may waive notice of a meeting by notice to the General Partner.

(d) The non-receipt of notice of a meeting or proxy form by, or a failure to give notice of meeting or a proxy form to, a person entitled to receive notice of a meeting of Partners under this clause 12 does not invalidate an act or thing done or resolution passed at the meeting if:

(i) the non-receipt or failure occurred by accident or error; or

(ii) before or after the meeting, the person:

A. has waived or waives notice of the meeting under paragraph (c); or

B. has notified or notifies the General Partner that the person agrees to the act, thing or resolution.

(e) The attendance of a person at a meeting constitutes a waiver by the person of an objection that person may have to:

(i) a failure to give notice, or the giving of a defective notice, of the meeting unless the person objects at the beginning of the meeting to the holding of the meeting; or

(ii) the consideration of a particular matter at the meeting which is not within the business referred to in the notice of the meeting, unless the person objects to considering the matter when it is presented.

12.5 Quorum at meetings

(a) No business may be transacted at a meeting, except the election of a chair and the adjournment of the meeting, unless a quorum of Partners is present when the meeting proceeds to business and remains present throughout the meeting. 

(b) A Partner is present at a meeting of Partners if the Partner attends:

(i) in person, by proxy, by representative or by attorney; or

(ii) with the consent of the General Partner, by telephone, video conferencing or other similar method.

(c) A quorum consists of the following:

(i) if the number of Partners entitled to vote is 2 or more, 2 of those Partners; or

(ii) if only one Partner is entitled to vote, that Partner,

present at the meeting.

(d) If a quorum is not present within 30 minutes after the time appointed for a meeting:

(i) where the meeting was convened by, or at the request of, a Limited Partner or Limited Partners, the meeting must be dissolved; or

(ii) in any other case:

A. the meeting stands adjourned to a day, time and place determined by the chair of the meeting or, if no determination is made by the chair of the meeting, to the same day in the next week at the same time and place; and

B. if, at the adjourned meeting, a quorum is not present within 30 minutes after the time appointed for the meeting, the meeting must be dissolved.

(e) If a meeting is adjourned under paragraph (d), the General Partner must as soon as practicable after the adjournment, give notice to each other Partner and the Auditor of the adjournment and the day, time and place at which the meeting will continue.

12.6 Chair of meetings

The General Partner may appoint a person as the chair of the meeting, unless:

(a) in the case of a meeting convened under clause 12.2(a) but not under clause 12.2(b) or (c), the Limited Partners, by Majority Resolution, elect an alternate chair; or

(b) in the case of a meeting convened under clause 12.2(b) or (c), the Limited Partners who requisitioned the meeting appoint a person to be chair of the meeting.

12.7 Attendance at meetings

Only the following may attend and speak at a meeting:

(a) a Partner;

(b) a director or employee of a Partner;

(c) a director or employee of a partner of the General Partner;

(d) a director or employee of a partner (other than a limited partner) of a Limited Partner which is a partnership;

(e) a professional adviser of a Partner or of the Partnership;

(f) a representative, proxy or attorney of a Limited Partner;

(g) the Auditor; and

(h) any other person approved by the General Partner or by the chair of the meeting.

12.8 Representation at meetings

This clause 12.8 provides a mechanism for Limited Partners to vote at meetings of Partners by:

representative, if the Limited Partner is a body corporate or partnership;

proxy; and

attorney.

(a) Subject to this deed, each Limited Partner entitled to vote at a meeting of Partners may vote:

(i) in person or, where the Limited Partner is a body corporate or partnership, by a representative;

(ii) by proxy; or

(iii) by attorney.

(b) A Limited Partner may not vote by proxy at a meeting unless the instrument appointing the proxy is received:

(i) at the Registered Office, at the fax number of the Registered Office or at another place, fax number or electronic address specified for that purpose in the notice convening the meeting; and

(ii) by the later of the time specified in the notice of meeting for receipt of proxies and 48 hours before the meeting.

(c) If a Limited Partner appoints more than one proxy in respect of a meeting, the only proxy appointed by the Limited Partner that may vote at the meeting is a proxy appointed by an instrument dated after all other instruments received in accordance with paragraph (b) under which the Limited Partner has appointed a proxy in respect of the meeting.

(d) A proxy, attorney or representative may be a Partner but does not have to be a Partner.

(e) An instrument appointing a proxy or representative may direct the manner in which the proxy, attorney or representative is to vote in respect of a particular resolution and, where an instrument so provides, the proxy, attorney or representative is not entitled to vote on the proposed resolution except as directed in the instrument.

(f) A proxy, attorney or representative may be appointed for all meetings, or for a number of meetings, or for a particular meeting.

(g) Unless otherwise provided in the appointment, an appointment of a proxy, attorney or representative is taken to confer authority:

(i) to agree to a meeting being convened by shorter notice than is required under this deed;

(ii) to speak to a proposed resolution on which the proxy, attorney or representative may vote;

(iii) to demand or join in demanding a poll on a resolution on which the proxy, attorney or representative may vote;

(iv) even though the appointment may refer to specific resolutions and may direct the proxy, attorney or representative how to vote on those resolutions:

A. to vote on an amendment moved to the proposed resolutions and on a motion that the proposed resolutions not be put or a similar motion; 

B. to vote on a procedural motion, including a motion to elect the chair, to vacate the chair or to adjourn the meeting; and

C. to act generally at the meeting; and 

(v) even though the appointment may refer to a specific meeting to be held at a specified time or venue, where the meeting is postponed or adjourned to another time or changed to another venue, to attend and vote at the postponed or adjourned meeting or at the new venue.

(h) The chair of a meeting may require a person purporting to act as a proxy, attorney or representative to establish to the satisfaction of the chair that the person has been validly appointed as a proxy, attorney or representative and is the person named in the relevant instrument of appointment, failing which the person may be excluded from attending or voting at the meeting.

(i) Unless the General Partner has received notice of the matter by the time and at the place or in the manner provided in sub-paragraphs (b)(i) and (ii), a vote cast by a proxy, attorney or representative is valid even if, before the proxy, attorney or representative votes:

(i) a Transmission Event occurs in respect of the appointor;

(ii) the appointor revokes the appointment of the proxy, attorney or representative;

(iii) the appointor revokes the authority under which a third party appointed the proxy, attorney or representative; or

(iv) the appointor Disposes of any of its Partnership Interest in respect of which the proxy, attorney or representative was appointed.

(j) The authority of a proxy, attorney or representative to speak and vote for a Partner at a meeting is suspended while the Partner is present at the meeting.

12.9 Conduct of meetings

(a) A question arising at a meeting relating to the order of business, procedure or conduct of the meeting must be referred to the chair of the meeting, whose decision is final.

(b) Subject to paragraph (c), the chair of a meeting may, and must if so directed by the meeting, adjourn the meeting from time to time and from place to place, but no business may be transacted at an adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place.

(c) If a meeting has been requisitioned under clause 12.2(b), the chair of the meeting may only adjourn the meeting under paragraph (b) with approval by Majority Resolution.

(d) Subject to clause 12.5(e), it is not necessary to give notice of an adjournment or of the business to be transacted at an adjourned meeting.

12.10 Decisions at meetings

(a) Except in the case of a resolution which as a matter of law or under this deed requires unanimous approval by the Limited Partners or approval by Special Majority Resolution, questions arising at a meeting are to be decided by Majority Resolution and that decision is for all purposes a decision of the Limited Partners.

(b) The chair of the meeting does not have a second or casting vote on any resolution at a meeting.

(c) A resolution put to the vote of a meeting must be decided on a show of hands unless a poll is demanded before a vote by show of hands is taken or before or immediately after the declaration of the result of the show of hands:

(i) by the chair of the meeting; or

(ii) by a Partner present and entitled to vote on the resolution.

(d) A demand for a poll does not prevent the continuation of a meeting for the transaction of business other than the question on which the poll has been demanded.

(e) Unless a poll is duly demanded, a declaration by the chair of a meeting that a resolution has on a show of hands been carried or carried unanimously, or carried by a particular majority, or lost, and an entry to that effect in the book containing the minutes of the proceedings of the Partnership, is, except to the extent of a manifest error, conclusive evidence of the fact without proof of the number of the votes or the particular majority recorded in favour of or against the resolution.

(f) If a poll is duly demanded at a meeting, it will be taken when and in the manner the chair of the meeting directs, and the result of the poll will be the resolution of the meeting at which the poll was demanded.

(g) A poll cannot be demanded at a meeting on the election of a chair of the meeting.

(h) The demand for a poll may be withdrawn.

12.11 Voting rights

(a) Where a person present at a meeting represents, as a representative, by attorney or by proxy, more than one Limited Partner, the person is on a show of hands entitled to one vote for each Limited Partner that the person represents.

(b) A joint holder of a Partnership Interest may vote at a meeting in person, by proxy, by attorney or by a representative as if the person was the sole holder of the Partnership Interest.

(c) If more than one joint holder of a Partnership Interest tenders a vote, only the vote of the holder whose name appears first in the Register in respect of the Partnership counts.

(d) An objection to the qualification of a person to vote at a meeting must be:

(i) raised before or immediately after the result of the motion on which the vote objected to is given or tendered; and

(ii) referred to the chair of the meeting, whose decision is final.

(e) A vote not disallowed by the chair of a meeting under paragraph (d) is valid for all purposes.

12.12 Resolutions without meetings

(a) A resolution that may be passed in accordance with this deed either by Majority Resolution or Special Majority Resolution without a meeting of Partners convened in accordance with clause 12.2 (Convening of meetings) is taken to be passed by Majority Resolution or Special Majority Resolution (as relevant):

(i) if a document containing the resolution proposed to be passed by Majority Resolution of Special Majority Resolution without a meeting of Partners convened in accordance with clause 12.2 (Convening of meetings) is sent to each Limited Partner in a manner described in clause 18.1 (Notices) or otherwise delivered to the Limited Partner; and

(ii) when the document is signed in favour of the resolution by or on behalf of the last Limited Partner required for the resolution to be passed by Majority Resolution or Special Majority Resolution (as relevant).

(b) For the purposes of paragraph (a):

(i) separate copies of a document may be used for signing by or on behalf of Limited Partners if the wording of the resolution and statement is identical in each copy;

(ii) a signature by or on behalf of a Limited Partner on a document transmitted to the General Partner by facsimile is sufficient evidence of signature; and

(iii) in order for the document to be considered as having been signed for or on behalf of a Limited Partner which is a joint holder of its Partnership Interest, the document must have been signed for or on behalf of each joint holder.

(c) If a document is signed in accordance with paragraphs (a) and (b), it is to be taken as a minute of the passing of the resolution.

12.13 Signing of minutes

(a) Minutes of a meeting of Partners must be signed by the chair of the meeting within a reasonable time after the meeting.

(b) Minutes of the passing of a resolution without a meeting must be signed by the General Partner within a reasonable time after the resolution is passed.

12.14 Minutes as evidence

A minute that is signed in accordance with clause 12.13 (Signing of minutes) is, except to the extent of a manifest error, conclusive evidence of the proceeding or resolution to which it relates.

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