Lecture 14 - Company meetings and resolutions Flashcards
Two categories of company meetings
- Board meetings (directors)
- General meetings (members)
Evidence a decision is valid even if no actual meeting has taken place
Articles normally provide that a document signed by all directors is equally valid. Telephone meetings, emails and virtual meetings can also be used.
Meetings notice
Directors are entitled to reasonable notice, differs depending on situation.
Does business to be conducted in meeting need to be specified beforehand?
No
If no notice given
Resolution passed could be invalid. Accidental omission = not invalidate. Deliberation omission > invalidate
Case for notice of board meeting
Homer District Consolidated Gold Mines 1888 > notice given deemed insufficient
Quorum if personal interest
Can attend and discuss, but cannot vote or count towards quorum
Quorum if personal interest case
Greymouth Point Elizabeth Railway and Coal Co 1904 > 2 of 3 directors had personal interest, only 1 director able to vote - court determined meeting was inquorate
Voting board meeting (3)
- One director = one vote
- Simple majority on show of hands
- Chairman usually has casting vote in event of deadlock
Board meeting minutes
Must be taken and kept in Minute book.
Do members have legal right to inspect Minute book? (Case)
No, R v Merchant Tailors Co 1831
Three types of meetings for members (4 before CA 2006)
- Annual General Meetings
- General Meetings
- Class Meetings
- Extraordinary General Meeting (anything with shareholders not AGM)
AGM
- Private companies no longer required to have under CA 2006
- Public companies must have one each calendar year
General (company) meetings (3)
- Any other meeting of members not AGM.
- Directors can call as they see fit
- Must call GM if % shareholders require them to
GM requisitioned by members
In Articles - min = 5%, usually 10%. If directors don’t comply within 21 days, members can convene meeting themselves
Class Meetings
Meetings of holders of particular class of shares. Only class members entitled to attend
General meetings > venue and time (case)
Reasonable time and place. Cannon v Trask 1875 > fixed GM to time when hostile shareholders known be unable to attend
General meetings > notice (5)
- Governed by Articles
- Min 14 clear days notice of any meeting members that Articles cannot override
- Majority in number of members holding 90% shares can agree to any shorter period of notice they wish
- All members and directors entitled to notice even if known they cannot attend (Young v Ladies Imperial Club 1920 - boat to Australia)
- Notice must say if any special resolutions are to be proposed, and must be set out in full
Unless properly convened…
Meeting is irregular, and resolutions passed are invalid
General meetings > proxies
Members can appoint proxy attend and vote on their behalf. Can vote as member wishes, or at own discretion (two-way proxy)
Proxy paper
Physical piece of paper authorising person to act on member’s behalf
Quorum only necessary… (case)
At start of meeting. Hartley Baird Ltd 1955 > director walked out of meeting in protest, quorum still in force and decision made.
General meetings > can only proceed to business and be valid if: (6)
- Properly convened
- Proper notice given
- Quorate
- There is a chairman
- Business properly conducted
- Minutes taken
General meetings > voting =
Right not a duty, member can abstain. Voting usually done by show of hands, one person = one vote.
General meetings > poll
Can be demanded before or after show of hands. One share = one vote
Who can demand poll?
Chairman or governed by Articles. Usually 5 members, or 1 or more members holding 10% voting rights.
General meetings > adjournment
If inquorate/ chaotic. Members can vote as to whether needed
General meetings > Minutes (4)
- Must be taken
- Arranged by company secretary
- Signed by chairman
- Open to inspection by members without charge
Company resolution
Decision the shareholders want to make/ needs approval in general meeting. Way of obtaining approval/ consent
Two types of company resolution
- Ordinary
- Special
Resolution for board meetings =
Board resolution
Ordinary resolution (3)
- Anything not special resolution
- Passed by simple majority >50% of members attending AND voting
- One vote = one share
Special resolution (2)
- Companies Act will specify if necessary
- Passed by NOT LESS 75% members
Special resolution examples
- Alteration Articles of Memorandum
- Change company name
- Members’ compulsory/ voluntary winding up
Written resolutions (6)
- Can only be used by private companies (not public)
- Members sign resolution as evidence of consent
- Must sign and return within 28 days
- Same majorities as normal
- If > 28 days, automatically lapses and will have to be repeated
- Resolution passed as soon as appropriate majority achieved
Amendment of resolutions only applies to…
Special resolutions, the only resolution where the company has to set out the content of resolution
Amendment of resolutions (+ case)
Any amendment to substance resolution negates notice given, makes invalid. Would amendment make member reconsider decision to attend?
Cases of amendment of resolutions (2)
- Moorgate Mercantile holdings Ltd 1980
- Teede and Bishop Ltd 1901 > original resolution to sell assets then wind up company, amendment to wind up company without sale, far too different.
Registration filing of resolutions
- Special resolutions must be filed with Registrar at Companies House within 15 days
- Ordinary (apart from some exceptions) don’t need to be filed
Notice of all general meetings must be sent to… (3)
Directors, shareholders and auditors
Electronic communication with shareholders
Shareholder must positively consent to communications by electronic means, and must be in articles
