Law - company meetings Flashcards
Explain the difference between AGM and Extra-ordinary Meeting
who ?= AGM Directors
Member can request ODCE to direct an AGM be held
WHO = EGM=Directors as they see fit
Must call EGM if net assets fall below 50% of called up share capital
Unless the company’s constitution provides otherwise 50% of the members can convene the meeting themselves
Notice period - AGM=21 DAYS = date time and place, text of any special resolution
notice period extra-ordinary general meeting =7 days if passing a special resolutionm 21 days
Location- AGM=Within or outside the state. Outside= ensure technological attendance possible
Purpose= AGM=DADA
EGM=Changing the company’s constitution Changing the authorised share capital Removal of a director
Liquidation
Granting of authority to allot shares
Explain the difference between relosution bettwen the Annual general Metting and the extra -ordinary meeting .
Passed-AGM=votes cast by members or their proxies
EGM=Matters to be voted on -Standard business decisions:
(a) Company’s financial statements (b) Election/re‐election of directors
(d)Declaring dividends
Special -Important decisions
(a) Changing the company’s
CRO
Signed copy must be delivered to CRO within 15 days
(failure = imposition of fine)
(b) Changing company name (c) Reducing share capital
(d) Converting from private to
public or
CRO-EGM=o not have to be delivered to the CRO
Signed copy must be delivered to CRO within 15 days
How does voting happen at a company meeting ?
One vote per member
Chairperson declares the result Non-controversial decisions
* A Poll
Secret ballot
One vote per share
Members don’t have to use all their votes or cast them all in the same way
At least three members present in person or their proxies Members (proxies) representing not less than 10% of voting
rights
or 10% of the paid-up capital
Explain the term proxies
Appointed by members to attend, speak and vote on their behalf
* Does not have to be a member
* Rules governing submission of proxies contained in the constitution of the company (usually at least 48 hours before meeting)
List the requirements for a valid meetings
Chiarsman-Usually the chairperson of the Board of Directors otherwise one of the company members present can be elected.
Maintain order and ensure all topics covered
Has power to adjourn meeting casting vote
Second requirement for a valid meeting
Quorum = Minimum number required to be in attendance (within 15 minutes of start) for meeting to be valid
Not necessary that quorum present when voting takes place State in the company’s constitution, otherwise company law provides that quorum is 2 persons present in person or by proxy
List the third Requirement for valid meeting
ust be keep and signed by chairperson (failure = category 4 offence)
Member of company has right to inspect minutes of general meetings. ODCE can also request sight of minutes
