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Voting and Resolutions (Written resolutions of the members (May not be…
Voting and Resolutions
Voting
The model articles provide that a resolution put to the vote of a general meeting must be decided by a show of hands unless a poll is duly demanded in accordance with the articles
Poll Votes
With a poll vote for a company that has share capital, every member has one vote for each share that they own
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May be demanded by
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A person or persons representing not less than one tenth of the total voting rights of all the shareholders having the right to vote on the resolution
Demand for a poll may be withdrawn when the poll has not been taken and the chairman consents to the withdrawal
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Proxies
Members of a company are entitled to appoint another person as their proxy to exercise all or any of their rights to attend and to speak and vote at a meeting of the company
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The person who is appointed as proxy must then act in accordance with the instructions of the member on whose behalf they are at the meeting
The articles may specify the form that the proxy document must take and the manner in which the proxy should be logged with company, prior to the meeting
Proxies can take different forms, a member may appoint a person but not direct them how to vote, they may appoint a person and direct them how to vote or they may include an option for the shareholder to withhold their vote
Resolutions
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Ordinary resolutions
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Most decisions require an ordinary resolution for the decision to be passed, and is usually required for routine 'ordinary' business such as
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Special resolutions
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Required for important matters, eg alterations to the articles or changing the name of the company
The notice of the meeting must have included the text of the resolution and specified the intention to propose it as a special resolution
Once passed, a printed and signed copy must be delivered to Companies House within 15 days
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Special notice
Some resolutions require special notice to be given of the intention to propose the resolution to the members
Ie where a resolution at a general meeting related to the removal of an auditor or a director from office before the expiry of their period of office
Members must be informed of the intention to propose the resolution at least 28 days before the meeting at which the resolution is to be proposed, otherwise the resolution is not effective
Where it is not practicable to give 28 days notice, the company must give members notice at least 14 days before the meeting by advertisement in a newspaper having an appropriate circulation, or in any other manner allowed by the company's articles
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