Chapter 6CompaniesNotice of general meetings
Section 307 retains the former minimum notice require-
ment of 21 days for public company AGMs, with 14 days’
notice being required for all other general meetings,
whether public or private company general meetings.
The notice may be given in electronic form where a
shareholder has provided such an address.
The articles usually provide that a meeting shall not
be invalid because a particular member does not receive
notice, unless of course this is deliberate as distinct from
accidental.
Quorum at general meetings
Section 318 provides that in one-member companies
one qualifying person shall constitute a quorum. In other
cases two qualifying persons are required. Qualifying
persons are individuals who are members, corporate
representatives and proxies. The section excludes the
possibility of two or more corporate representatives or
proxies of the same member from comprising a quorum.
Quorum of one
Where an AGM or EGM is called by the court under
s 306, the court may decide upon the quorum which may
even be one person present in person or proxy (see Ross
v Telford(1998)).
Voting
This may be by a show of hands, in which case, obviously,
each member has one vote, regardless of the number of
shares or proxies he holds. However, the articles usually
lay down that the chairman or a certain number of
members may demand a poll, e.g. two members. If a poll
is successfully demanded, each member has one vote per
share and proxies can be used.Proxies
Section 324 sets out new provisions for the appointment
of proxies. In future, members of both public and
private companies will have the right to appoint proxies.
The proxies will be able to attend and speak and vote
at a meeting. Where a member holds different types of
voting shares, that member may appoint two proxies,
one in respect of each type of share. Proxies have one
vote on a show of hands.Minutes
A company must keep minutes of the proceedings at its
general and board meetings. Members have a right to
inspect the minutes of general meetings but not those of
directors’ meetings.Resolutions – generally
There are four main kinds of resolution passed at com-
pany meetings as set out below.
1 An ordinary resolution, which may be defined as
‘a resolution passed by a majority (over 50 per cent) of
persons present and voting in person or by proxy at a
general meeting’ (CA 2006, s 282).
Any business may be validly done by this type of
resolution unless the articles or the CA 2006 provide for
a special or extraordinary resolution for that particular
business.
An example of the use of an ordinary resolution is for
the members to give their permission for the directors of
public companies to allot the company’s unissued share
capital under s 549.
2 A special resolution, which is one passed by a 75 per
cent majority. There is no longer a requirement for 21
days’ notice.
It will be appreciated that if a special resolution is
to be proposed at the annual general meeting, 21 days’
notice will have to be given because that is the require-
ment for the AGM.
A special resolution is required, for example, to change
the company’s articles. Section 30 provides that within
15 days of the passing of a special resolution a copy of173Rossv Telford(1998)In this case the members were husband and wife. The
quorum at meetings of the company was two. During
acrimonious divorce proceedings the parties would not
co-operate in terms of convening company meetings.
The husband asked the court for an order convening a
meeting with himself as constituting a quorum to con-
duct business. A district judge ordered such a meet-
ing but the Court of Appeal allowed the wife’s appeal
against the order. The court ruled that s 371 was not an
appropriate vehicle to resolve deadlock between two
equal shareholders.
Comment. Presumably, if either of the parties had been
a majority shareholder, the court could and would have
convened a meeting to allow the majority shareholder to
rightfully exercise control.