Notice of Company Meetings

Decisions of the members at a general meeting are made by resolution. All resolutions must be passed in accordance with the requirements of the Companies Acts and the articles of association. Most of the standard business conducted at AGM's is carried out by way of ordinary resolution, which merely requires a simple majority i.e. a majority of in excess of 50% of those members voting.

Special resolutions are used to conduct certain business at EGM's and any special business at AGM's, such as the alteration of the articles of association. For special resolutions, a qualified majority of 75% is required.

In the case of a single member company, the requirement to pass a resolution is replaced by a procedure whereby a written decision is taken by the sole member.

Right to Notice of Meetings

At least 21 days' notice must be given in writing of an AGM. In the case of an EGM, 7 days' notice is required for private companies and 14 days for public companies. However 21 days is usually required in order to pass a special resolution, unless 90% of the members of the company agree to shorter notice. The 7 day period (private companies) can be shortened where the members and the company's auditors agree to such shorter notice.

Extended notice of 28 days must be given under the following circumstances:

• Where a resolution to remove a director is proposed, unless the articles of association of the company provide otherwise
• Where a resolution to replace an auditor is proposed at an AGM or a resolution to remove an auditor before the expiration of his term of office is proposed

To be valid, a meeting must be properly convened by notice, a quorum must be present and the meeting must be presided over by a chairman. A quorum is generally fixed at two members in the case of a private company and three in the case of a public company. Special resolutions and certain other significant resolutions must be forwarded by the company to the Registrar of Companies within 14 days of their being passed.

Where a company's articles of association so provide, a resolution in writing signed by all of the members entitled to attend and vote on such a resolution at a general meeting is as valid and effective as if the resolution had actually been passed at a general meeting.

The standard articles provide that every resolution shall be decided by a show of hands unless a poll is demanded. The standard articles then go on to set out when, and by whom, a poll may be demanded. Unless a poll is demanded, a declaration by the chairman that a resolution has been carried or lost on a show of hands will be conclusive evidence of the proceedings.

Under the standard articles of association, a poll (vote) may be demanded as follows:

• By the chairman of the meeting
• By at least three members in person or in proxy
• By any member or members present in person or by proxy and representing not less than one tenth of the total voting rights of all the members having a right to vote at the meeting
• By a member or members holding shares conferring voting rights, being shares on which an aggregate sum has been paid up equal to at least 10% of the total amount paid up on all voting shares

The members of a company can of course alter the terms of the standard articles of association on incorporation or subsequently (provided that 75% of the members agree). However, where the articles are amended with regard to when a poll can be demanded, any changes will be void if they seek to have any of the following effects on entitlement to demand a poll:

• To exclude the right to demand a poll at a general meeting

• Not less than 5 members having the right to vote
• A member or members representing not less than one tenth of the total voting rights of all the members having a right to vote
• A member or members holding shares in the company conferring a right to vote, being shares on which an aggregate sum has been paid up equal to not less than one tenth of the total sum paid up on all shares conferring that right

Proxies - Any member of the company who is entitled to vote at a general meeting of the company may appoint a proxy. A proxy is a person nominated by the member to attend the meeting and to exercise the member's vote on their behalf. A proxy is also entitled to speak at the meeting on behalf of the member.

Under the standard form articles as set out in Table A, the following provisions apply to proxies:

• The proxy must be nominated in writing and the nomination must be signed by the member if on behalf of an individual
• If the proxy is nominated on behalf of a company, the appointment must be stamped with the company seal
• The appointment must be furnished to the company at least 48 hours prior to the meeting