Members Meetings

Question 1

Outline GM notice

Answer 1

CA06 provides directors can call GM / or members with 5% voting rights call director to call one

Notice period for Ltd = 14 days

Notice period PLC = 14 days

GM can be called shorter with majority of members agreement / articles can specify longer notice periods

Consent to shorter notice = members don’t hold less than % requisite in nominal value of shares

Ltd = 90% & PLC = 95%

Members right to attend & vote

Articles indicate who notified ; directors, auditors, shareholders (voting rights)

Notice includes;

• date, time & place of meeting
• text of special reso voted upon
• whether meeting AMG or GM
• members right to appoint proxy

Question 2

Chairing GM & attendance & speaking rights

Answer 2

Chairing
-directors appointment chairman if present & willing

-if unwilling or 10 mins late from start time / directors appoint another to chair meeting

Attendance
-directors can attend & speak in their Capacity

-chairman can permit shareholders & proxy to attend & vote at GM

Question 3

Outline an AGM

Answer 3

CA06 requires PLC to hold within 6 months of financial year end / fail to hold offence committed for every office of company

Provides Ltd aren’t required unless articles provide

Question 4

Outline frequency, notice & agenda of AMG

Answer 4

Frequency

• first AGM within 18 months of incorp
• subsequently each year
• interval between meetings not exceed 15months

Notice

• 21 days unless members agree to waive
• send by post/ electronic/ if website post where to find

Agenda

• approve accounts
• declare dividends
• consider directors / auditors reports
• reappoint auditors
• appoint directors since last AGM
• some offshore legislation don’t require AGM to be held offshore
• AGM can be waived / special provisions approved

Question 5

Outline class of meetings

Answer 5

Meetings held by holders of class of company shares

Frequency 
-whenever rights of holder of class tonne brief 

Agenda
-notice states Purpose which it’s called

Notice period

• minimum 14 days
• notice an be waived in agreement if holders have 95% of nominal value of voting shares

Question 6

Outline voting of meetings

Answer 6

Poll votes

• resolution put to vote in GM in accordance with articles
• each member indicates number of votes casting in relation to shares holding

-either demanded in advance to GM or show of hands to declare

Poll demanded by: chairman, director or +2 entitled to vote on resolution

Demand can be withdrawn if poll not taken/ chairman consent

Poll must be taken immediately in manner as directed by chairman

Choices

• ballot box
• voice vote
• show of hands

Question 7

Outline casting vote rights

Answer 7

Chairman entitled to own vote & 2nd where equal amount of votes

Chairman not voting member = no right for casting vote

Chairman has discretion how to use vote, not use it & declare void / reso lost as majority of passed

Question 8

Outline the use of a proxy

Answer 8

Members can appoint another as proxy / attend, speak & vote at meeting

Articles provide use of two way proxy form

Proxy acts in accordance with members instructions / how to vote on resolution on their behalf

Absence of instruction proxy can vote own discretion / or not vote

Different forms;

• member appoint proxy & not direct how to vote
• direct how to vote
• include option to withhold vote