Mailing #3 Flashcards
How was a meeting defined in Sharp v Dawes (1876)?
An assembly of people for a lawful purpose.
What three things must be done for a meeting to be valid in common law?
1 Be properly convened
2 Be properly constituted
3 Be held in accordance with the rules governing that meeting.
What are the three types of shareholder meeting?
General meeting
Annual general meeting
Class meeting
What is a general meeting?
Meeting of all the members
What is a class meeting?
Meeting of a particular class of shareholders
What is a traded company?
A company which has:
- shares carrying the right to vote at general meeting
- whose shares are admitted to trading on a regulated market or
- with the consent of the company
s 360 CA
Who may call a general meeting? (3 options)
1 Directors
2 Members
3 The court
Which section CA allows directors to call a general meeting?
S 302
When MUST the directors call a general meeting, according to s 303 CA?
When members representing 5% of paid-up voting request it.
How soon must directors call a general meeting following a valid request from members?
Within 21 days of which they become subject to call the meeting. To be held not more than 28 days from the date of notice.
What were the facts regarding a court-ordered meeting in El Sombrero (1958)?
Three members of a company with a quorum of two. Two members were unwilling to attend meetings, so the third applied to the court, who ordered a meeting with a quorum of one.
What is the notice period of a general meeting for a public or private company?
At least 14 days (s 307 CA)
What is the notice period of an AGM for either a public company or a private company that is traded?
At least 21 days (S 301 CA)
Which section CA 2006 regards notice periods for general meetings?
s 307
When may the notice period of a general meeting be shortened?
Where agreed to by:
- a majority in number of members having the right to attend and vote, who
- hold the required voting percentage
For a plc AGM, shorter notice required consent of all members entitled to attend and vote.
Who is entitled to notice of general meetings?
- every member
- every director
- every personal representative (of those who have died)
- every trustee in bankruptcy
- company auditor
What is the consequence of an ACCIDENTAL failure to give notice to someone who is entitled to receive notice of a general meeting?
S 313 - accidental failure to give notice to one or more persons shall be disregarded for the purpose of determining whether the notice is duly given.
What information must notice of a meeting contain?
S311 CA:
- date, time and place
- notice of a general meeting must state the general nature of the business.
What was the ruling in Kaye v London Tramways Co (1898)?
Notice of a meeting stated that it was to consider the sale of the company’s business, but failed to mention the compensation that would be paid to the directors under the contract of sale. Held that the resolution was invalid, as the notice was insufficient in providing the information shareholders needed to reach a decision.
What is stated in s 325 CA regarding the right to appoint a proxy?
Every notice must contain with reasonable prominence a statement informing the member of their right to appoint a proxy.
What extra meeting notice requirements are set out in S311 CA for traded companies?
Statement giving:
- website address with information required by S311
- the right to vote is determined by reference to the register of members
- procedures required to attend and vote
- forms for the appointment of proxies
- details if members can vote in advance
- the right to ask questions
What information regarding notice of a meeting must a traded company hold on its website?
- Matters in the notice
- Total number of shares and class of shares in the company in which members are entitled to exercise voting rights
- Members’ statements, resolutions and matters of business received after first date on which notice is given
- Access must not be restricted by payment of a fee
- Information must be available on website for 2 years
What constitutes a quorum for a single member company?
A single member (CA 318)
Where is the quorum of a company determined?
In the articles.
If the articles are silent on quorum, what is the default position?
2 members make a quorum, so long as they are not BOTH corporate representatives or proxies (but one of them may be) - s 318 CA
What is the quorum for a class meeting called to alter class rights?
2 or more members of that class (or their proxies) provided that they represent at least one third in the nominal value of that class’ shares.
How is the chairman of a meeting determined according to CA s 319?
The company’s articles can decide who is chairman.
If the articles are silent, then the meeting may elect a chairman by resolution.
What common law duty does the chairman of a meeting have?
Duty to act in good faith. i.e. act in the interest of the company, not himself.
Where are the chairman’s powers to be found?
The articles.
What powers does a chairman have to maintain order?
- to rule the speaker out of order
- to expel a member from the meeting
- to adjourn the meeting
What rules relating to adjournment of a meeting are set out in John v Rees (1969)?
Chairman should:
1 Make earnest and sustained attempts to restore order
2 If (1) fails, to put into effect any provisions for adjournment
3 if (2) fails, adjourn meeting and make sure all members are aware
4 If (3) fails, and there is actual physical violence, adjourn the meeting and leave.
What steps should the chairman take to ensure the meeting is conducted in a proper manner?
1 Ensure the meeting has been properly convened. 2 Follow the agenda 3 Deal with any disruptions 4 Remain impartial 5 Act as the meeting's timekeeper.
S 319 A CA requires that a traded company must answer any question put to it by a member attending a general meeting. When may the company refuse?
1 It would unduly interfere with the meeting
2 It involves the disclosure of confidential information
3 The answer is on the website
4 It is undesirable in the interests of the company
5 It is undesirable for the good order of the meeting
What statutory rules exist on the format of agendas?
None
What are the 4 broad types of agenda?
1 Skeleton agenda
2 Detailed agenda
3 Chairman’s agenda
4 Bell curve agenda
What does s 320 CA state regarding voting?
A meeting can vote by show of hands.
The chairman’s declaration that the resolution has been passed or failed is conclusive evidence of the fact.
How can a chairman’s ruling on the number of votes be defeated?
If there is a valid demand for a poll.
Who can demand a poll according to s 321 CA?
- 5 members of less according to the articles.
- a member or members holding not less than 10% voting rights
- a member or members holding note less than 10% of the paid up voting shares.
- others as the articles may specify
Does a member holding more than one vote need to use all his votes in the same way?
No, he can vote in multiple different ways (s 323 CA)
What is a proxy?
A person appointed by a member to exercise any or all of his rights to attend and speak and vote at a meeting of the company.
Which sections CA concern proxies?
ss 324 - 330
How many proxies can a member appoint? s 324 CA
One per share
How must a proxy vote (s 324A CA)?
In accordance with instructions given by the appointee.
How must the appointment and termination of proxies be carried out in a listed company (s 327A CA)?
In writing, and the company must provide an electronic address for this purpose.
Can a proxy chair a meeting?
Yes (s 328 CA)
Can a proxy demand a poll?
Yes (s329 CA)
When must termination of a proxy be sent to the company.
No longer than 48 hours prior to a meeting
What is the difference between one-way and two-way proxies?
One-way = appoints a person to represent the member Two-way = appoints the person and instructs them how to vote.
Why are two way proxies important?
Because the chairman is usually sensible option for a proxy (since they will definitely attend the meeting), and so the chairman needs to be told how to vote.
What were the facts in Dumoatic (1969)?
Duomatic was in liquidation, and the liquidator discovered that directors’ salaries has been authorised by unanimous informal assent of the shareholders. Held that the assent was valid despite being informal.
What is the Duomatic Principle?
Where it can be shown that all shareholders who have a right to attend and vote at a general meeting assent to some matter which a general meeting of the company could carry into effect, that assent is as binding as a resolution in general meeting would be.
What is required by UKCGC main principle E.2?
The board should use the AGM to communicate with investors and encourage their participation.
What is required by UKCGC provision E.2.1?
Separate resolutions for separate issues.
Proxy forms should allow options of “for/against/withold”.
What is required by UKCGC provision E.2.2?
Ensure all valid proxies are recorded and counted.
Publish info on number of shares on which proxies have been recorded; votes for; votes against; votes where proxy ordered vote be witheld.
What is required by UKCGC provision E.2.3?
Chairman of audit, remuneration and nomination committees should be available to answer questions at AGM.
What is required by UKCGC provision E.2.4?
Give 20 working days notice of AGM
What is a formal/procedural motion?
Any proposal which affects the way business is conducted, rather than the business itself.
Is notice required for a procedural motion?
No, they are purely a matter for the meeting itself.
What is a “point of order” regarding procedural motions?
The chairman indicates the speaker to stop talking, either because the rules are not being followed, or that the speaker is not referring to the agenda item.
What are the three types of formal motion for ending discussion on the current topic?
1 The question be now put
2 The meeting postpone consideration of the subject
3 The meeting proceed to next business.
What formal motions are available to end the meeting?
1 That the meeting be adjourned
2 That the chairman leave the chair
What were the facts regarding adjournment in Byng v London Life Association [1989]?
The EGM was held in a too-small venue. Arrangements were made to host video links to different rooms, but chaos ensued. The chairman adjourned and reconvened the meeting for the afternoon at a different venue. A number of members objected, but it was held anyway. The meeting was invalid, as the company should have been left to determine the date.
What are the possible responses to the following formal resolution: “that the question be NOT not put”?
Yes: the discussion ends and the meeting moves to the next item.
No: discussion ends and the resolution is put to vote.
What records must a company keep according to s 355 CA?
- copies of all resolutions passed otherwise than at general meeting
- minutes and proceedings of general meetings
- decisions of sole members
How long must records of resolutions and minutes of general meetings be kept? (s 355 CA)
10 years
Where are records of resolutions and minutes of general meetings to be kept? (s 358 CA)
The registered office or other location specified in s 1136.
Who must sign the minutes of general meetings? (s 356 CA)
The chairman of the meeting.
What 4 qualities should good minutes have?
- objective
- clear
- concise
- complete