Company Meetings Flashcards
(35 cards)
Who calls a Board Meeting?
Any director can call one, or require secretary to at any time.
What is the notice requirements of a Board Meeting?
Reasonable notice. Can be immediately if all in same building.
What is the quorum of a Board Meeting?
Model Articles – two directors minimum
How is voting counted?
By a show of hands.
What is a casting vote?
A vote by a chairman to prevent deadlock.
Who calls a General Meeting?
Typically, the Board will call one.
What is the notice requirement General Meeting for private companies?
14 days clear notice
What is clear notice?
14 clear days, so the day of meeting and day notice was given is excluded.
When is notice for GM served if posted or e-mailed?
It is deemed served 48 hours after sending.
What must be included in a notice for GM?
- When and where the meeting is taking place
- Wording of the resolutions
When can a notice be shortened?
1) A majority in number of members who ALSO,
2) Together hold shares with 90% or more agree
A company with 5 shareholders. Each with 20%. Three of them agree to short notice General Meeting. Is it passed?
No, although the majority voted, they need to also hold 90% or more in shares together.
What is quorum for General Meeting?
Generally, two shareholders. Or, one for single member companies.
What is the GM Sandwich?
A board meeting required to call GM. Then, the GM is held. Then, a board meeting is required to put into effect the shareholder vote.
What is the sequence of meetings in a full notice GM?
1) Board Meeting 1
2) General Meeting
3) Board Meeting 2
4) Post-Meeting Matters
What is done in a Board Meeting 1 in a GM Sandwich?
- Decide on issued at GM
- Approve form of notice
- Authorise circulation of notice
- Then circulated by directors / secretary
What is done at the General Meeting in a GM Sandwich?
Shareholders will vote on the resolutions set out in the notice
What is done in a Board Meeting 2 in a GM Sandwich?
Will then put the resolution into effect, and direct a director / secretary to deal with Post Meeting Matters
What is done in Post Meeting Matters in a GM Sandwich?
Necessary Companies House filings, internal records
What is the sequence of meetings for a short notice GM?
1) Board Meeting 1, adjourned
2) General Meeting
3) Board Meeting 1, continued
4) PMMs
Who can propose a written shareholder resolution?
By the directors or members of a private company
When is a written shareholder resolution passed?
When the required majority signify their agreement to it
What determines the required majority for a written resolution?
Whether it’s an ordinary resolution or special resolution
When does a written resolution lapse if it has not had a sufficient number of responses?
28 days, unless stated otherwise in Articles
