Company Meetings Flashcards
Who calls a Board Meeting?
Any director can call one, or require secretary to at any time.
What is the notice requirements of a Board Meeting?
Reasonable notice. Can be immediately if all in same building.
What is the quorum of a Board Meeting?
Model Articles – two directors minimum
How is voting counted?
By a show of hands.
What is a casting vote?
A vote by a chairman to prevent deadlock.
Who calls a General Meeting?
Typically, the Board will call one.
What is the notice requirement General Meeting for private companies?
14 days clear notice
What is clear notice?
14 clear days, so the day of meeting and day notice was given is excluded.
When is notice for GM served if posted or e-mailed?
It is deemed served 48 hours after sending.
What must be included in a notice for GM?
- When and where the meeting is taking place
- Wording of the resolutions
When can a notice be shortened?
1) A majority in number of members who ALSO,
2) Together hold shares with 90% or more agree
A company with 5 shareholders. Each with 20%. Three of them agree to short notice General Meeting. Is it passed?
No, although the majority voted, they need to also hold 90% or more in shares together.
What is quorum for General Meeting?
Generally, two shareholders. Or, one for single member companies.
What is the GM Sandwich?
A board meeting required to call GM. Then, the GM is held. Then, a board meeting is required to put into effect the shareholder vote.
What is the sequence of meetings in a full notice GM?
1) Board Meeting 1
2) General Meeting
3) Board Meeting 2
4) Post-Meeting Matters
What is done in a Board Meeting 1 in a GM Sandwich?
- Decide on issued at GM
- Approve form of notice
- Authorise circulation of notice
- Then circulated by directors / secretary
What is done at the General Meeting in a GM Sandwich?
Shareholders will vote on the resolutions set out in the notice
What is done in a Board Meeting 2 in a GM Sandwich?
Will then put the resolution into effect, and direct a director / secretary to deal with Post Meeting Matters
What is done in Post Meeting Matters in a GM Sandwich?
Necessary Companies House filings, internal records
What is the sequence of meetings for a short notice GM?
1) Board Meeting 1, adjourned
2) General Meeting
3) Board Meeting 1, continued
4) PMMs
Who can propose a written shareholder resolution?
By the directors or members of a private company
When is a written shareholder resolution passed?
When the required majority signify their agreement to it
What determines the required majority for a written resolution?
Whether it’s an ordinary resolution or special resolution
When does a written resolution lapse if it has not had a sufficient number of responses?
28 days, unless stated otherwise in Articles
What resolutions cannot be passed by written resolution?
Removal of a director or auditor
Does a written resolution need to be recorded in the minutes book?
Yes
What is the sequence of meetings for a written resolution if shareholders are present?
- Board Meeting 1 to draft and circulate WR
- BM adjourned
- Shareholders signify their votes
- BM reconvened
- PMMs carried out
What is the sequence of meetings for a written resolution if shareholders are not present?
- Board Meeting 1 to draft and circulate WR
- BM is closed
- WR circulated, wait for results
- BM reconvened
- PMMs carried out
What does Post-Meeting Matters consider?
1) Internal
2) Filing at Companies House
3) Record Keeping
What are some internal matters?
- Minutes of meetings
- Updating statutory books (register of members, directors, PSC)
What must be filed at Companies House?
- Special resolutions
- Amended Articles
What records must be kept at Registered Office?
Items such as directors’ service contracts
What is the rule on keeping minutes?
Must be kept for 10 years
Are ordinary resolutions filed to Companies House?
No, typically not. Some are, such as authority to allot shares
What type of resolution has to be filed at Companies House?
Special resolution
