a)The directors want some business to be approved by the shareholders, and they donot want to wait a year until the next AGM. b)The holders of 10% or more of the paid-up capital carrying voting rights ask for ameeting. If they ask for a meeting and one is not held then they can organize ameeting themselves and their expenses must be paid for by the company
Proceedings at Meetings
A meeting may only proceed to deal with business if the following requirements have been satisfied:1. The correct amount of notice of the meeting has been given (the Board must give 21days notice of an AGM and 14 days for an EGM).2. There is a
present at the meeting.The meeting is presided over by a
. The Chairman of the Board of Directorsshall preside as chairman at every general meeting. If he or she is ill/ unable to attend,then another director should act as chairman.
This is the method by which companies decide what they are going to do. When adecision has to be reached at a meeting the Chairman will ask the members to vote on aresolution. The type of resolution used will depend on the type of decision to be taken.There are 3 main types of resolutions. These are:
1. Ordinary Resolutions
An ordinary resolution can be passed by a simple majority of those voting i.e. 50% + 1.It should be noted that the rule is one vote per share, not one vote per person. Someoneholding 50% plus of the voting shares can therefore dictate what will be passed.Ordinary resolutions are used for the appointment and removal of directors. They are alsoused for the appointment and removal of auditors.
2. Special Resolutions
A special resolution is a resolution passed by at least three quarters of the members. Theyare normally used for reaching more significant decisions or carrying out significantchanges. They are used for:Alteration of the Articles of AssociationAlteration of the MemorandumChange of the company’s nameThere are some other types of resolutions that companies can use. These are usually used by
companies only. These are:
Under sections 281(2) and 283(2) of the Companies Act 2006, a private company canmake important decisions without a meeting if there is a resolution signed by either 50%3