Voting / Joint decision making Flashcards
Who can call a general meeting?
Directors call general meetings. Shareholders owning at least 5% of the company’s paid-in voting capital have the right to require directors to call a meeting.
How many days’ notice is required to remove a director?
28 clear days’ notice is needed to remove a director.
What must a notice of a general meeting contain?
The notice must include the company name, date, time, place, general nature of business, text of any special resolutions, and proxy statement. Notices can be given in written or electronic form, but not orally.
What is the minimum notice period for a general meeting?
A general meeting must be called with at least 14 clear days’ notice, excluding the day the notice is sent and the day of the meeting itself.
What is “short notice” for a general meeting?
A meeting may be held on shorter notice if agreed by a majority in number of shareholders holding 90% of the shares.
What is the typical quorum for a general meeting?
The typical quorum is 2 members, unless the articles provide otherwise.
Can a member vote to ratify their own breach of duty?
No, a member cannot vote to ratify their own breach.
How is an ordinary resolution passed?
An ordinary resolution is passed if more than 50% of the votes are in favor. Examples include appointment/removal of a director or auditor, declaration of dividends, and allotment of shares.
How is a special resolution passed?
A special resolution is passed if 75% or more of the votes are in favor. It is required for amending the company name, amending articles, winding up the company, removing pre-emption rights, and buying back company shares.
What is the time frame for filing a special resolution with Companies House?
The special resolution must be filed at Companies House within 15 days of approval.
What are the methods of voting at a general meeting?
Voting can be by show of hands (one vote per shareholder) or by poll vote. A poll vote can be demanded by 5 or more shareholders, or shareholders holding at least 10% of voting rights or paid-up capital.
What is a written resolution, and when is it used?
A written resolution may be used to pass ordinary or special resolutions but cannot be used to dismiss a director or auditor. It is an alternative to passing a resolution at a general meeting. The resolution must contain instructions for voting and has a typical return time limit of 28 days.
How is a written resolution passed?
A written resolution is passed as soon as enough votes are returned in favor (more than 50% for ordinary resolutions and at least 75% for special resolutions). If not passed within 28 days, it fails.
