Chapter 14 - Members meetings & Resolutions Flashcards
What is the default quroum for a company meeting and where is this rule found?
2 members (unless it is a sole member company - s 318 CA)
Which companies are required to hold AGMs?
Public companies.
Identify 3 ways in which the rules governing the holding of an AGM differ from other general meetings.
- minimum notice for AGM is 21 days (compared to 14 for GM)
- unanimous consent for short notice of an AGM is required
- ## notice of members’ resolutions must be circulated to all members if requested by a member with 5% voting rights or 100 members
When may and when must the directors convene a general meeting?
If requested by members holding at least 5% of the company’s paid up capital.
What is the minimum notice period for an AGM and a general meeting?
21 and 14 resprectively
Identify four resolutions for which special notice is required.
1 To remove a director pursuant to s 168
2 To appoint someone in the directors’ place at the removal meeting
3 To remove an auditor
4 To appoint a new auditor
For how long must records of company meetings and resolutions be kept?
At least 10 years
Apart from resolutions passed at meetings, how can company decisions be made?
Written resolutions
What proportion of votes is needed to pass ordinary and special resolutions?
Ordinary = 50% +1 Special = 75%
Which companies are entitled to use the written resolution procedure?
Private companies
What is the Duomatic principle?
The principle that members of the company may unanimously reach a decision without the need for compliance with formal procedures.
What powers may be exercised by a corporate representative?
The same powers as if they were an individual member.
What rights may a member appoint a proxy to exercise?
The rights to attend, speak and vote at the meeting.
In what circumstances may a proxy vote both for and against a resolution?
Where the proxy is acting for multiple members who have differing views.
Which companies must permit proxies to be appointed by lodging a proxy form electronically?
Traded companies, as per the
