Corporate Law Meetings and Procedure. Meeting - General rule two persons are required for a meeting.

Re London Flats Ltd Plowman J. Exceptions: i.Class Meeting; ii. Courts have power to declare that one person can hold a meeting on his own;

iii. Single member company

General Meetings of Companies 1. Annual General Meeting (AGM) public companies only. This meeting must be held not later than 6 months of the end of the companys financial year. Matters transacted at AGM Re-appointment of the auditor and directors; Presentation of the annual financial statements to the members; The approval of the final dividend by the members.

Extraordinary General Meetings (EGMs) these are general meetings other than AGMs. The general rule is that an EGM will be convened at the discretion of the directors. However, in two cases the directors are under a statutory duty to convene an EGM within 28 days: a. If the auditor requires one; b. If a public company suffers a serious capital loss. Serious capital loss means that the net

assets of the company have fallen to 50% or less of the companys called up share capital. Note also that minority shareholders holding at least 10% of the companys share capital can require the directors to convene an EGM and if the directors do not convene one within 49 days, the minorities themselves can convene the meeting as long as they have the support of the holders of 50% of the voting shares.

Note also that the courts have power to convene an EGM. The business which is transacted at an EGM is special business. Notice for meetings: In order to enable members of the company to exercise their voting rights at meetings, the company must give the members reasonable advanced notice of the meetings. For an AGM 21 days notice of the meeting. Shorter notice is only permitted if all the members who are entitled to attend the

meeting and vote agree to such notice. For an EGM 14 days notice of the meetings. Shorter notice is only permitted if the holders of 95% of the voting shares agree to such notice. A private company can reduce the 95% requirement to not less than 90%. Note also that the notice of the meetings must be in the statutory form. It must set out the time, date and place of the meeting and the general nature of the business to be transacted.

Moreover, if the purpose of the meeting is to pass a special, the text of the resolution must also be set out in the notice. Note also that notice must be sent to every member who is entitled to attend the meeting. If any member is not sent notice of the meeting, then, at common law the entire meeting will be invalid -Young v Ladies Imperial Club.

Special notice this is notice by a member to the company if the member wishes to proprose an

an ordinary resolution to remove the auditor or a director from office. He must give the company 28 days notice. Quorum for meetings this is the minimum number of people who must be present at the meeting in order for the meeting to transact business. Proxies is an agent appointed by a member to represent him at the meeting. Every member has a statutory right to appoint a proxy but he must give the company reasonable notice in writing of

the appointment. A Proxy can speak and vote at a meeting.

Directors These are the persons responsible for running the company. Every company must have at least one natural person to be its director. That person must be at least 16 years of age. A plc needs a minimum of two directors. A Ltd. needs a minimum of one director.

Types of directors: 1. Executive director this is a person appointed as a director and who holds an executive position on a fulltime basis in the company. He usually has a service contract with the company.
2.

Non-executive director. This is a person who is appointed as a director but he does not devote his full-time attention to the companys affairs. Alternate director this is a director who is appointed by another director to represent

3.

him at board meetings while he is away.

4.

Shadow director this is a person who is not appointed as a director but on whose instructions the appointed directors are accustomed to act.