Company Meetings Flashcards
Who calls a BM?
MA state that any director may call a BM or require the secretary to do so at any time.
What is the notice period for a BM?
Reasonable notice and this will be whatever notice is usual for the directors to give.
What is the quorum for a BM?
MA requires a minimum of 2 directors (unless articles provide otherwise)
How does voting work at a BM?
MA state passed by a majority vote on a show of hands.
Each director has one vote.
The chair may have a casting vote to prevent deadlock (MA provides for this but it is possible to amend)
Who calls a GM?
The board will convene a GM
How much notice has to be given for a GM?
14 clear days notice
What is the `clear-day’ notice rule?
The day of the meeting and the day notice is given does not count.
If notice is emailed, it is deemed served 48 hours after sending.
The board must inform the shareholders of when and where it is taking place by providing the notice.
What is the quorum for GMs?
Generally 2 shareholders (CA)
although it is one shareholder for a single member company.
What is the GM sandwich?
Where a shareholder vote is required for a certain transaction, it is necessary for the company to hold a series of meetings:
BM1 to call the GM
GM to vote on proposed resolution
BM2 to put into effect the outcome of the shareholder vote
PMM - attend to Companies House filings etc
What is the purpose of BM1 for a full notice GM?
- decide the issues to be considered at the GM
- resolve to convene the GM
- approve the form of notice and authorise circulation.
What is the purpose of the GM?
To vote on the resolutions set out in the notice.
What is the purpose of BM2?
Directors will be informed as to how the shareholders voted and whether resolutions were passed.
Directors will authorise secretary to deal with PMM.
For a private company how may a GM be called on short notice?
- a majority in number of members who,
- together hold shares with a nominal value of not less than 90% of the total nominal value of those shares (percentage can be increased up to 95% by the Articles)
agree.
What is the process for calling a GM on short notice?
- BM (adjourned)
- GM
- BM1 (reconvened)
- PMM
What are the general rules in relation to WRs as per CA 2006?
WR can be proposed by the directors of a private company and is passed.
The required majority for passing the resolution will depend upon whether it is an ordinary or special resolution that needs passing.
If the company does not receive sufficient number of responses to pass the WR, it will lapse. For a company with MA, the lapse date is 28 days beginning with the circulation date.
Resolutions to remove a director or auditor from office may not be passed by way of WRs (essentially to allow the director or auditor the time and the opportunity to mount a defence).
WRs must be recorded in the minute books of the company in the same way as the minutes of a GM.
