Shareholders Flashcards
(14 cards)
What is the pluralist theory
Each stakeholder is given equal preference
Who may convene a meeting
A director or any other person specified in MOI and a shareholder with at least 10% voting rights
What notice is required for meetings
Record date - 10 days
Notice of meeting - 10 days public and 15 days private
What is a proxy
A shareholder who cannot attend a meeting may appoint a proxy to act on their behalf. Anyone can be a proxy and proxy does not have fiduciary duties.
What is the procedure for appointing a proxy
Must be in writing and signed by shareholder and valid for one year
What is quorum
The minimum number of qualified persons whose presence at a meeting is needed to commence or vote on matters
What numbers needed for resolutions to be passed
ordinary resolution - 50%
special resolution - 75%
procedure for shareholders removing directors
Any reason, ordinary resolution, give notice, call a general meeting, allow director to make representation, cannot appeal
procedure for board removal of director
Need grounds for removal see s69 violations, give notice, say grounds for removal, allow director to make a representation, can appeal
What is a promoter
Someone enters into contracts on behalf of a company not yet incorporated
What are some things a promoter may do for a company
Raise initial capital, recruit shareholders and directors, prepare business proposal, attending to formalities of contract
What is a promoters liability
promoters are liable if company does not incorporate or fails to ratify. Liability is dissolved upon ratification
When is the promoter not liable
Stipulatio Alteri as they are acting for the benefit of a third party. they are not liable if the company rejects PIC and they are entitled to step in where company rejects PIC
What are the requirements under s21
Must be in writing, must be entered into pre incorporation and between third party and promoter
