Company Meetings and Resolutions Flashcards
Are board meetings always necessary?
No, in most cases power is delegated to specific directors so that decisions can be made quicker.
A document signed by all board members is also valid.
How much notice is required for a board meeting to take place?
“Reasonable notice” according to the circumstances.
What happens if no notice is given to a director?
If deliberate, any resolution passed could be invalid. If accidental, it would usually not be invalid.
What has to be in place for a meeting to be in quorum?
Usually two directors, but they need to be able to vote. Greymouth Point Elizabeth Railway & Coal Co. 1904 - two out of three directors had personal interest and couldn’t vote.
Do minutes always have to be taken?
Yes, signed minutes provide evidence in the first instance of the meeting and its contents.
What is special business at an AGM?
Anything not ordinary business. This requires advance notice.
Ordinary business is dividends, directors’ reports, account, re-election of directors etc.
What is a GM requisitioned by members?
Where members with enough shares per the Articles (usually 10%, but minimum of 5% under act) call a GM.
If directors don’t respond in 21 days, they can convene the meeting themselves.
What are class meetings?
Meetings of the holders of a particular class of shares only.
Factors relevant to all general meetings:
1 Venue and Time - must be reasonable
2 Notice - min. 14 days / majority in number of members with at least 90% of shares decides
3 Proxies - notice of Meeting must refer to this right
4 Quorum - only necessary at start of meeting
5 Meeting itself - above, plus minutes are taken and business is conducted properly
6 Chairman - mus be appointed and run the meeting
7 Voting and Polls - Members can abstain. Vote is one vote per hand. Polls can be demanded where you vote with your shares.
8 Adjournment - procedure governed by articles
9 Minutes - must be taken and kept at the RO
What is a company resolution?
Resolution by members, either ordinary or special resolutions.
When are special resolutions required?
CA 2006 provides that certain types of resolution must be used for certain types of business. Otherwise, ordinary resolution is enough.
How is an ordinary resolution passed?
More than 50% (ie 50% plus one share) of voting members.
How is a special resolution passed?
Not less than 75% (ie 75% is enough to pass)
What are examples of special resolution items?
Alteration of Articles or Memorandum Change of Company Name Creation of Reserve Capital Re-registration as public/private Buy-back of shares
How are written resolutions passed?
Members sign resolution, and has to achieve majority within 28 days of circulation.
