7f Meetings

Question 1

What are the 3 types of meetings?

Answer 1

1. Annual General Meeting (AGM)
2. General meeting
3. Class meeting

Question 2

What is an AGM?

Answer 2

Meeting held once a year, only compulsory for plcs.

Question 3

If an AGM is not held 6 months after the year end, what are the consequences?

Answer 3

Company and directors will be fined.

Question 4

How much notice must be given for the AGM?

Answer 4

21 days - can only be less if every member agrees.

Question 5

What would be expected to happen at the AGM?

Answer 5

• Approve accounts
• Appoint auditors
• Appoint directors

Question 6

Who can force a resolution on the agenda of the AGM?

Answer 6

Members who hold 5% of voting rights or 100 members collectively if they each hold an average of £100 of paid up share capital.

Question 7

What is a general meeting?

Answer 7

A meeting that is held when necessary which plcs must call if there is a serious loss of capital (value of the assets has fallen to half of the called up share capital).

Question 8

What is the notice period for a general meeting?

Answer 8

14 days but again can be reduced at all members who hold 90% of voting rights consent.

Question 9

Who sets the agenda for the general meeting?

Answer 9

Person who called it

Question 10

What is a class meeting?

Answer 10

Meeting for those who hold a particular class of shares which is held to discuss variation of rights.

Question 11

What notice needs to be given for class meetings?

Answer 11

14 days

Question 12

What’s the minimum amount of attendees?

Answer 12

2 people who hold a third of the class of shares.

Question 13

Who can call a meeting?

Answer 13

• Articles usually delegate power to directors.
• Members with at least 5% of paid up voting capital or voting rights.
• Auditors as may require directors to convene so they can explain reasons for their resignation.
• Court where otherwise it would be impracticable (break deadlock).

Question 14

When must directors call a meeting after receiving equisition?

Answer 14

21 days

Question 15

When must a meeting take place after a Directors have given notice?

Answer 15

28 days

Question 16

What happens if a director does not call a meeting after receiving requisition?

Answer 16

Member who requested or any member holding over 50% of total voting rights can call the meeting to take place within 3 months of initial request and recover expenses to do so.

Question 17

Who must receive notice of a meeting?

Answer 17

Every member and director

Question 18

What are the contents of notice of a meeting?

Answer 18

• Date, time and place
• Nature of business to be transacted
• Text of any special resolutions

Question 19

What notice must be given for special resolutions?

Answer 19

28 days

Question 20

When is special notice required?

Answer 20

Removal of directors or auditors at which point they can provide written representations to plead their case

Question 21

What are the 3 types of resolution?

Answer 21

Special
Ordinary
Written

Question 22

When is a special resolution used, what % is needed to pass and do they need to be filed with the registrar?

Answer 22

-Need >=75% to pass
- Used when law or articles state they need to be e.g. change name, wind up co, alter articles, reduce share capital.
- within 15 days.

Question 23

When is an ordinary resolution used, what % is needed to pass and do they need to be filed with the registrar?

Answer 23

• > 50% to pass
• Used whenever law or articles don’t need a special resolution.
• Only need to be filed with registrar if required by statute.

Question 24

When is a written resolution used, what % is needed to pass and do they need to be filed with the registrar?

Answer 24

• Need same majority as required in GM to pass
• Can be used for any decision other than resolutions requiring special notice.
  Must be passed within 28 days of circulation.
• If a 75% majority is required then needs filing with registrar.

Question 25

What is a quorum?

Answer 25

Minimum amount of members needed to make a decision and for it to be valid.

Question 26

How is voting done in a meeting?

Answer 26

Show of hands unless a poll is demanded.

Question 27

When will a poll be demanded in a meeting to vote?

Answer 27

Will be demanded by members holding at least 10% of voting rights. It means that members get the number of rights they’re entitled to.

Question 28

If a quoted company makes a decision by poll, what must they do?

Answer 28

Post the results on their website.

Question 29

What is a proxy?

Answer 29

A person who attends a meeting on the shareholders behalf.

Question 30

Does a single member company need notice or minutes for meetings?

Answer 30

No but they must keep a written record of decisions made that would have been taken in a general meeting and retain this for 10 years.