What are the two types of company meetings?
There are two types of meetings:
1) Management of the company (the Board of Directors)
⁃ Will tend to meet regularly (e.g. monthly).
- (*ss 154 – 259 CA 2006, and see ss 250 & 251 CA 2006; see also Model Articles (The Companies (Model Articles) Regulations 2008 (SI 2008/3229)):
(i) Private Cos - Sch 1 (private co), arts 7-16; and
(ii) Public Cos - Sch 3 (public co), arts 7-19).
(This will be dealt with later when discussing directors.)
2) Owners of the company (e.g. the shareholders)
⁃ The main meeting is the “General Meeting” - this will normally be annually but shareholders can have meetings at times of great importance.
- (where Members’ Resolutions are proposed and passed) (*ss 281 – 335 CA 2006; see also Model Articles:
(i) Private Cos - Sch 1, arts 38-48; and
(ii) Public Cos - Sch 3, arts 28-40).
How are shareholders meetings regulated?
⁃ Quorum (s 318(2) CA 2006) - this means that you need to have a certain number of shareholders present for it to be a valid meeting; Model Articles; (i) Private Cos - Sch 1, art 11; and (ii) Public Cos - Sch 3, art 10
⁃ Resolutions (s 281 CA 2006) - these are what shareholders resolve should happen in relation to the company. There are two types which are used in different situations:
⁃ Ordinary resolution[ E.g. to remove someone as a director.] (s 282) - requires a simple majority of >50%
⁃ Special resolutions[ E.g. to change the articles of association.] (s 283) - requires at least 75% majority
⁃ Written resolutions (s 284(1)) - these can be used for small companies as an alternative to holding meetings.
- “Show of hands” – s 320 CA 2006; see too s 284(2) CA 2006
- Poll – ss 321, 322 and 322A CA 2006; see too s 284(3) CA 2006
- Proxy – s 324ff CA 2006 (someone else votes for you)
What is the function of the company secretary?
The company secretary has, amongst other things, the following functions: (i) organising meetings; (ii) administering the register of shareholdings; and (iii) submitting documents to Companies House. (Ss 270-280 CA 2006)