Conduct Of A Company Meeting - Polls and motions - Chapter 3 Flashcards
What is the procedure for a poll? For both private and public companies.
The articles may specify the procedure but usually leave to the chairman.
2006 act for PRIVATE COMPANIES provide that all polls to be take immediately.
2006 act for PUBLIC COMPANIES provide that
A) a poll on the election of the chairman must be held immediately
B) a poll on any other matter should be held within 30 days - chairman decides when
C) chairman may appoint scrutineers and decide how and when result should be declared
D) the result of the poll shall be the decision of the meeting
E) a demand for a poll does not prevent the meeting continuing
F) no notice of a poll needs to be given if it’s announced at the meeting. If not at least 7 days notice must be given.
What are the minimum restrictions on articles allowing members to demand a poll?
The articles would be invalid if they try to
A) exclude the right to demand a poll at a general meeting except for the election of chairman and adjournment of meeting
B) to set a minimum at higher than five members
C) to set a minimum which stops those owning one tenth of the paid up share capital
The 2006 articles allow the chairman, directors, two or more members, a person representing not less than a tenth of all voting rights.
A poll for a chairman must be taken immediately.
If the chairman can demand a poll he should use this right if he believes (knowing the proxy votes) that the outcome would be different in a poll.
Who would the Chairman appoint scrutineers and what is their role?
A) the companies auditors are normally the scrutineers
B) The chairman appoints to;
1) conduct the poll
2) examine the votes cast
3) present a signed report to the chairman so he can declare the result
4) their responsibility to ensure valid votes counted
It is not normal practice to announce how individual members voted although this is not confidential.
Company secretary prep in counting proxies very handy so poll can happen on same day.
Members of Quoted company can ask for independent poll within a week after the poll representing at least 5 percent of voting rights or by at least 100 members who hold £100 per member
What are the two methods of a poll and the advantages and disadvantages of each?
1) voting list - two sheets are laid out on separate tables, for and against. Head up the resolution and columns for
i) the name of member
ii) number of votes cast
iii) signature of member proxy or corporate rep
Benefits are rapid count but only suitable for small companies
2) Ballot papers
Scrutineers hand out papers and collect back.
Should be prepared in advance. Can be timely.
Can you vote electronically in advance in a poll?
The act says articles can allow this so people can vote without needing to send a proxy. Companies do not need to allow this though.
There are practical difficulties such as amended motions but for traded companies you must have a short deadline of 48 hours before the meeting.
A better way is to allow electronic voting right until and at the meeting.
What motions are put forward to regulate the facilitation of business?
Formal or procedural motion
If the meeting have had enough of the debate a procedural motion may be passed in order to cut short the debate.
The chairman can reject a procedural motion if he thinks it is
A) designed to hinder progress
B) against regulations
C) prevent adequate discussion
What is a previous question motion?
The most powerful motion of all.
The previous question motion is ‘that the previous question be not now put. This is the orgional motion under debate when the procedure came up.
a) if such a motion is carried, the debate on the previous question is ended without a vote.
b) if the previous ruqestion is rejected the motion must immediately be put to the vote without further debate.
Either way the debate is ended immediately so a previous question motion should not be allowed if there has not been sufficient debate.
What is a closure motion?
The closure motion is ‘that the question be now put’
a) if it is carried, the motion previously under debate is put to the vote without further discussion.
b) if a colsure motion is rejected, the debate continues.
This is a fairer method that ‘previous question’ since the debate is allowed to continue if that is the wish of the majority. The chairman may move to close the debate with the meetings consent.
What other procedural motions are there?
Procedural motions cut short the debate.
a) The meeting proceed to next business - this motion may be put to the meeting without discussion at the end of any speech. If it is passed the item is simply dropped and the meeting moves to next agenda item.
b) Referred back to the Committeee - reference back motion if meeting considers that a report is unsatisfactory in present form
c) Debate be adjourned - useful means of interrupting a long debate
d) postpone consideration of the subject - generally appropriate if the meeting does not wish to start a discussion of a matter at that session.
The chairman can decide not to propose a resolution if none of those members turn up to propose it themselves.
Explain adjournment and any cases involved?
It is a decision of the meeting the adjourn though the chairman has some powers because of disorder or inadequate facilities.
Disorder - John v Rees 1969 political meeting which became disorderly, he adjourned sine die (until further notice). He should only have adjourned for 15 minutes or so.
Inadequacy - Byng vs London life 1989 too many people arrived at meeting and video failed halfway through. Chairman had residual power to adjourn but case found adjourned meeting invalid as it wasn’t reasonable to adjourn to that afternoon at a different venue.
A poll is not an adjournment - Jackson v Hamlyn 1953 - a poll to adjourn the meeting was put and the chairman said if the poll decided agains adjournment the meeting would continue the following week as the room was booked out. It was decided that this was correct and it would be a continuation of the same meeting.
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What does sine die mean and when should a meeting be adjourned to and what notice should be given?
It means until further notice but is often used when there is no intention to reconvene.
If a meeting is adjourned to more than 14 days after it was adjourned you must give 7 days clear notice and the notice to contain all the usual information.
An adjourned meeting can only transact the business that was on that agenda.
If a poll is demanded on adjournment it must be take immediately.
What practical considerations should be taken when calling a meeting?
1) availability of directors
2) suitable venue, common law allows for meeting to be held in multiple locations at the same time as long as facilities good enough for everyone to participate. Long table names I. Front of directors
3) microphone if needed
4) lobby area for registration.
5) facilities depend on size and type of meeting
What paperwork is required before during and after a meeting?
A) notice and agenda and probably detailed agenda on arrival
B) chairmans agenda - info about each resolution, procedural info, degree of opposition expected, proxy info
C) report and accounts - usually the main business of the meeting so have copies
D) proxy forms - to be sent out with notice or notice may state how to get a form
I) check the have been filled in correctly
Ii) check against register of members
Iii) summarise for the chairman
Iv) proxies brought to the meeting - deadline 48 hours before
E) poling lists or voting papers
F) press announcements.
Give all paperwork you expect may be needed to all directors.
Tradition dictates that there is usually a vote of thanks to the chairman.
Are the press allowed access to meetings?
Press have no right to attend however are often admitted to those of large plcs. The don’t have automatic right to bring cameras etc so it’s chairmans discretion. There has been no case law to test this yet.
What work might you need to undertake after a meeting?
A) transcribing the proceeds or minutes
B) filing signed accounts
C) making arrangements for any payment of dividend which may have been approved at the meeting
