7f Meetings Flashcards
What are the 3 types of meetings?
- Annual General Meeting (AGM)
- General meeting
- Class meeting
What is an AGM?
Meeting held once a year, only compulsory for plcs.
If an AGM is not held 6 months after the year end, what are the consequences?
Company and directors will be fined.
How much notice must be given for the AGM?
21 days - can only be less if every member agrees.
What would be expected to happen at the AGM?
- Approve accounts
- Appoint auditors
- Appoint directors
Who can force a resolution on the agenda of the AGM?
Members who hold 5% of voting rights or 100 members collectively if they each hold an average of £100 of paid up share capital.
What is a general meeting?
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).
What is the notice period for a general meeting?
14 days but again can be reduced at all members who hold 90% of voting rights consent.
Who sets the agenda for the general meeting?
Person who called it
What is a class meeting?
Meeting for those who hold a particular class of shares which is held to discuss variation of rights.
What notice needs to be given for class meetings?
14 days
What’s the minimum amount of attendees?
2 people who hold a third of the class of shares.
Who can call a meeting?
- 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).
When must directors call a meeting after receiving equisition?
21 days
When must a meeting take place after a Directors have given notice?
28 days
What happens if a director does not call a meeting after receiving requisition?
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.
Who must receive notice of a meeting?
Every member and director
What are the contents of notice of a meeting?
- Date, time and place
- Nature of business to be transacted
- Text of any special resolutions
What notice must be given for special resolutions?
28 days
When is special notice required?
Removal of directors or auditors at which point they can provide written representations to plead their case
What are the 3 types of resolution?
Special
Ordinary
Written
When is a special resolution used, what % is needed to pass and do they need to be filed with the registrar?
-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.
When is an ordinary resolution used, what % is needed to pass and do they need to be filed with the registrar?
- > 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.
When is a written resolution used, what % is needed to pass and do they need to be filed with the registrar?
- 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.
