7f Meetings Flashcards

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1
Q

What are the 3 types of meetings?

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

What is an AGM?

A

Meeting held once a year, only compulsory for plcs.

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3
Q

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

A

Company and directors will be fined.

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4
Q

How much notice must be given for the AGM?

A

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

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5
Q

What would be expected to happen at the AGM?

A
  • Approve accounts
  • Appoint auditors
  • Appoint directors
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6
Q

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

A

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

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7
Q

What is a general meeting?

A

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).

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8
Q

What is the notice period for a general meeting?

A

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

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9
Q

Who sets the agenda for the general meeting?

A

Person who called it

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10
Q

What is a class meeting?

A

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

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11
Q

What notice needs to be given for class meetings?

A

14 days

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12
Q

What’s the minimum amount of attendees?

A

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

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13
Q

Who can call a meeting?

A
  • 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).
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14
Q

When must directors call a meeting after receiving equisition?

A

21 days

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15
Q

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

A

28 days

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16
Q

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

A

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.

17
Q

Who must receive notice of a meeting?

A

Every member and director

18
Q

What are the contents of notice of a meeting?

A
  • Date, time and place
  • Nature of business to be transacted
  • Text of any special resolutions
19
Q

What notice must be given for special resolutions?

A

28 days

20
Q

When is special notice required?

A

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

21
Q

What are the 3 types of resolution?

A

Special
Ordinary
Written

22
Q

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

A

-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.

23
Q

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

A
  • > 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.
24
Q

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

A
  • 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.
25
Q

What is a quorum?

A

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

26
Q

How is voting done in a meeting?

A

Show of hands unless a poll is demanded.

27
Q

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

A

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.

28
Q

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

A

Post the results on their website.

29
Q

What is a proxy?

A

A person who attends a meeting on the shareholders behalf.

30
Q

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

A

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.