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Company Procedure - CO meetings, IMPORTANT TO FOLLOW CORRECT PROCEDURES
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IMPORTANT TO FOLLOW CORRECT PROCEDURES
if not followed - resolutions passed may be invalid e.g., written notice for GMs not given in proper form to all those entitled - then any resolutions = invalid, unless accidental
or if meeting not quorate - resoltuions not validly passed nor will they be valid if incorrect resolution used.
May also be criminal sanctions e.g., fail to record mins of meetings in relevant stat books - every officer = default liable to fine.
BM1 (To be held on “reasonable” notice) -> GM to be held at least 14 clear days from BM1 -> BM2 (To be held on “reasonable” notice) -> PMMs
SHORT NOTICE - BM (adjourned) --> GM – If consent to use SN obtained, GM can take place immediately following adjournment of BM ->BM1 (reconvened) -> PMMs
WRITTEN RESOLUTION -
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BM (adjourned) -> WR - If SHs present, approval of WR can take place immediately following adjournment of BM -> BM1 (reconvened) -> PMMs
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BM1 -> WR - If SHs not present, WR circulated to SHs. -> CO awaits approval from the required % of shareholders or WR lapses after 28 days (MA Co) -> BM2 -> PMMs
Where CO has managing D - will have authority to enter into all routine commercial contracts on behalf of the CO.
will be necessary for specific authority to be given to a D from time to time (perhaps re execution of docs on behalf of CO re important transaction. Alt. - Matter is approved by COs SHs.