5. company procedure

Question 1

BM - who calls?

Answer 1

any director (MA 9(1))

Question 2

BM - notice

Answer 2

reasonable

which is what is usual - Browne v La Trinidad

Question 3

BM - quorum

Answer 3

2

but if just 1 director - just 1

Question 4

BM - voting

Answer 4

BR

• simple majority (MA(7(1))
• or unanimity (MA8)
• CHAIRMAN HAS CASTING VOTE IN DEADLOCK (MA 12, 13)

Question 5

BM - when adjourn instead of close?

Answer 5

(1) short notice

(2) written referendum

Question 6

GM - who calls?

Answer 6

board of directors (s.302)

Question 7

GM - notice

Answer 7

FULL (normal)

SHORT

WRITTEN RES (no GM needed - so not technically notice but can shorten procedure)

Question 8

FULL NOTICE (GM)

Answer 8

• 14 clear days

- add 48 hours if notice posted or electronic (not counting weekends)

Question 9

SHORT notice (GM)

Answer 9

• agreed by majority of SH who

- together hold at least 90% of nominal value of shares

Question 10

WRITTEN RES (GM ‘notice’)

Answer 10

• proposed by dir or SH
• cannot be used to remove auditor or director
• has effect as if passed in GM
• must be sent to every eligible member in hard form/electronic/website

Question 11

GM - quorum

Answer 11

2 unless just 1 member

Question 12

GM - voting

Answer 12

show of hands unless poll vote demanded (MA 42)

Question 13

Show of hands

Answer 13

one vote per shareholder

Question 14

poll vote

Answer 14

one vote per share

Question 15

what are OR/SR passed for?

Answer 15

decisions that CA 2006 or articles say require OR/SR

ONE - matter OUTSIDE POWERS OF DIRECTORS and must be effected by SH (e.g. amending articles)

TWO - matters WITHIN POWERS OF DIRECTORS BUT REQUIRE PRIOR SH APPROVAL (e.g. making loan to director)

Question 16

what are BRs passed for?

Answer 16

ONE - day-to-day decisions that don’t require OR/SR

TWO - to call GM if OR/SR needed

Question 17

meetings on short notice - documents

Answer 17

BM minutes
GM minutes
Consent to short notice

Question 18

meetings on full notice - documents

Answer 18

BM minutes

GM minutes

Question 19

written res - documents

Answer 19

BM minutes

Written SH resolution

Question 20

written resolution - voting

Answer 20

OR - simple majority of TOTAL VOTING RIGHTS of eligible members

SR - no less than 75% of TOTAL VOTING RIGHTS of eligible members

each member has one vote for each share held by him

Question 21

written resolution - who can propose?

Answer 21

directors

members

Question 22

written resolution - procedure

Answer 22

1. BR to propose WR and approve form of WR (and direct CS to send resolution to each member)
   - if SR specify resolution is SR
   - resolution must be accompanied by statement informing SH of how to vote
   - sent to every eligible member
2. BM ADJOURNED
3. SR/OR passed using WR procedure
4. BM1 reconvened
5. PMM - keep record of WR for 10 years, BM minutes, if SR file at CH

Question 23

bm1 - generic contents of BM sandwich

Answer 23

BR to call GM to do X

BR to approve notice of GM, contents includes:

• date, time, place of meeting
• precise wording of SR (and OR as good practice)
• statement that member can appoint proxy

BR to direct CS to give notice in accordance with s.208 and send to:

• every member
• every director
• every auditor (if appointed)

Question 24

BM2 - generic contents of BM sandwich

Answer 24

Chairman reports on GM

BR to begin X transaction/implement SH decision/execute or act on X

BR to instruct CS to attend PMM

Question 25

PMM - examples

Answer 25

minutes
company records
resolutions file at CH
new articles file at CH
Forms to CH
update company books
name change - s.45, s.82
PSC
New share certiciates

Question 26

tips on creating procedure plan

Answer 26

1. identify what BR and SH resolutions need to be passed
2. draft the procedure plan, what meetings, what res
3. PMM
4. docs to prepare (MA, res, WR, minutes, resignation letters?)