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
Model articles provide that a poll on a resolution may be demanded:
In advance of the general meeting where it is to be put to vote
At a general meeting either before a show of hands on that resolution
Immediately after the resolution of a show of hands on that resolution is declared
May be demanded by
Chairman of the meeting
The directors
Two or more persons having the right to vote on the resolution
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Demand for a poll may be withdrawn when the poll has not been taken and the chairman consents to the withdrawal
Must be taken immediately and in such manner as the chairman of the meeting directs
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
The member would compete a poxy form in the manner specified in the articles of association
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
Are the way in which a decision is proposed and passed at general meeting
Ordinary resolutions
Must be passed by a simple majority of members (50%)
Most decisions require an ordinary resolution for the decision to be passed, and is usually required for routine 'ordinary' business such as
Approval of accounts
Approval of final dividend
Appointment of a director
An increase in authorised share capital
Reappointment of auditors
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
Special resolutions
Must be passed by a majority of not less than 75% of members who are entitled to vote
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
Extraordinary resolutions
Not a term used in Companies Act 2006, but may be found in articles of many companies
Previously referred to resolutions that required a majority of 75% of members who are entitled to vote
These did not require any special notice to be given
Written resolutions of the members
May not be used by public companies
May not be used in all circumstances
A resolution removing a director before the expiration of their period of office
A resolution removing an auditor before the expiration of their term of office
Not necessary for all members of the company to sign the resolution in order to pass it
If passed as an ordinary resolution, it must be passed by a simple majority of the members entitled to vote
If passed as special resolution then it must be passed by a majority of not less than 75% of the members entitled to vote
Must state whether it will be ordinary or special
Usually kept in the minute book
Requirements to file certain copies of certain resolutions with the Registrar of Companies is the same for written resolutions as they are for those passed at meetings