Company Meetings Flashcards
Requirements in relation to company meetings
What is required for a quorum at a board meeting?
Under the MA, two directors are required for a quorum.
What is the process for calling a board meeting?
Any director may call a board meeting at any time by giving reasonable notice to all directors
How is voting done at board meetings?
Board resolutions are passed by a simple majority of those present on a show of hands.
The chair may have a casting vote to prevent deadlock (MA13)
What is the process for calling a general meeting?
The board will usually have a meeting to call a GM. 14 clear days’ notice to shareholders is then required before the GM is convened. The notice must be approved by the form of notice.
What is meant by 14 clear day’s notice?
The day of the GM and the day the notice is given is both excluded.
What happens if notice is given by mail or e-mail?
Notice is deemed to be served 48 hours after it was sent.
How many shareholders are required for a quorum?
The quorum for a GM is normally two unless single shareholder company, in which case it is one.
What is required to hold a GM on shortened notice?
A GM may be called on short notice if agreed by:
i) a majority in number of the shareholders who,
ii) together hold shares with a nominal value of not less than 90%* of the total nominal value of all shares
*Can be increased to 95% by articles
Who can propose a written shareholder resolution?
Either directors or members of a private company
When will a written resolution lapse?
Under the MA, a written resolution will lapse when a company does not receive a sufficient number of responses to pass the WR within 28 days* of the circulation date.
*company can amend period in articles
What are the internal post-meeting matters?
- Minutes of all meetings need to written up and kept for 10 years (including written resolutions)
- updating all statutory books if required eg register of members
- filing at companies house all special resolutions and any amended articles
- record keeping of various documents that need to be kept at the registered office eg directors’ service contracts
