306 20: Company meetings and resolutions Part F Management, administration and regulation of companies
Rules for members requisitioning a general meeting
Date A notice conveying the meeting must be set out within 21 days of the requisition.
It must be held within 28 days of the notice calling to a meeting being sent out.
If the directors have not called the meeting within 21 days of the requisition, the
members may convene the meeting for a date within 3 months of the deposit of
the requisition.
Quorum If no quorum is present, the meeting is adjourned.2.2.3 Court order
The court, on the application of a director or a member entitled to vote, may order that a meeting shall be
held and may give instructions for that purpose including fixing a quorum of one. This is a method of last
resort to resolve a deadlock such as the refusal of one member out of two to attend (and provide a
quorum) at a general meeting.2.2.4 Auditor requisition
An auditor who gives a statement of circumstances for their resignation or other loss of office in their
written notice may also requisition a meeting to receive and consider their explanation.2.2.5 Loss of capital by public company
The directors of a public company must convene a general meeting if the net assets fall to half or less of
the amount of its called-up share capital.3 Types of resolution
A meeting can pass two types of resolution. Ordinary resolutions are carried by a simple majority (more
than 50%) of votes cast and requiring 14 days' notice. Special resolutions require a 75% majority of
votes cast and also 14 days' notice.A meeting reaches a decision by passing a resolution (either by a show of hands or a poll). There are two
major kinds of resolution, and an additional one for private companies.Types of resolution
Ordinary
For most business
Requires simple (50%+) majority of the votes cast
14 days' notice
Special
For major changes
Requires 75% majority of the votes cast
14 days' notice
Written (for
private
companies)Can be used for all general meeting resolutions except for removing a director or
auditor before their term of office expires. Either a simple (50%+) or 75% majority is
required depending on the business being passed.3.1 Differences between ordinary and special resolutions
Apart from the required size of the majority and period of notice, the main differences between the types of
resolution are as follows.
(a) The text of special resolutions must be set out in full in the notice convening the meeting, and it
must be described as a special resolution. This is not necessary for an ordinary resolution if it is
routine business.
(b) A signed copy of every special resolution must be delivered to the Registrar for filing. Some
ordinary resolutions, particularly those relating to share capital, have to be delivered for filing but
many do not.FAST FORWARD