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General Meetings - Coggle Diagram
General Meetings
Notice
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A failure to provide sufficient notice will usually render the meeting invalid except where the failure to provide notice is accidental
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Notice may be provided in hard copy form, electronic form or by a means of a website
Notice must provide
Time, date and place of the meeting
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The text of the special resolution and the intention to propose the resolution as a special resolution
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Certain resolutions will require additional information to be included (where a resolution is tabled to remove a director, the notice must contain any representations made by the director in question)
In the case of a traded company, the notice must provide the details of a website that contains specified information that must be provided prior to the meeting
Length
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The articles cannot specify shorter notice periods, but a company can provide shorter notice than that required if the members agree a follows
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Voting
Restrictions
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Statute may limit a members ability to vote (eg a director who is also a members cannot vote on a resolution to ratify his negligence or breach of duty)
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Poll vote
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In larger companies, votes are conducted by poll because the shareholders want voting power commensurate with their shareholding
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Where a vote is taken by poll at a meeting of a quoted or traded company, s.341 provides that the company must ensure that certain information is placed on its website
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Voting by proxy
A member is entitled to appoint another person to exercise all or any of his rights to attend, speak and vote at a meeting of the company
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Members are free to choose who acts as their proxy but in larger companies, the company will usually nominate a proxy
A proxy attending the meeting of a traded company must be appointed in writing, no such formality is required in other companies unless the articles so provide
It is common for companies to require that some form of document be filed with the company in order to validly appoint a proxy
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A proxy must vote in accordance with any instructions given by the member who appointed them. If no such instructions have been provided, the proxy may vote as they wish
Quorum
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A meeting that starts with a quorum but then becomes inquorate must stop unless the articles provide otherwise
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Calling a meeting
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Members representing 5% of the company's paid up share capital or voting rights can require the directors to call a GM. Upon receipt of a valid request, the directors must call a meeting within 21 days and it must be held within 28 days following the date that notice was provided. If the directors fail to comply with a valid request, the members who requested the meeting can call a meeting themselves at the company's expense
The court can call a GM if it is impracticable to call a meeting or conduct a meeting in the manner prescribed by the company's articles. There are some situations where the court will not call a meeting such as where it would affect the class rights of members
Annual General Meetings
Requirements
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A public company must hold an AGM every year within a six month period beginning with the day following its accounting reference edate
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Adjournign a meeting
Common law provides the chair with a power to adjourn a meeting in limited circumstances such as where a poll has been demanded but it cannot be taken
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