公司法和商法(双语)讲义 第20章Corporate and Business Law Chapter 20.docVIP

20 Meetings and resolutions Overview INTRODUCTION Directors Members 1 Introduction 1.1 All companies will have both directors and members (in some companies these will be the same person(s)). 1.2 The function of directors is to manage the company – their exact powers will be contained in the Articles. As a general rule directors act collectively through the board. Directors make day to day management decisions at board meetings. 1.3 Statute specifies a number of situations when the members’ approval must be obtained. This is done by passing resolutions at general meetings. The procedure is governed by the Articles. Overview TYPES OF MEETINGS Board AGM EGM 2 Procedure re board meetings 2.1 Notice (a) Any director (under Table A) can call a Board Meeting, reasonable notice must be given but not to those directors outside the UK or whose whereabouts is unknown. (b) The usual quorum is two – but this can be changed. (c) The Board can appoint a chairman who may have a casting vote if there is stalemate. (d) There are restrictions on directors counting as part of the quorum and voting where they have an interest in the decision. 3 Procedure re members meetings Directors’ duties 3.1 Directors call meetings and set the agenda. They must call an Annual General Meeting ‘AGM’ every year, but they can call an Extraordinary General Meeting ‘EGM whenever the need arises. Types of Meeting Notice Purpose Annual 21 clear days Routine business eg. Appointment of auditors; retirement and reappointment of directors Extraordinary 14 clear days Issues arising from the ongoing life of the company 3.2 Shareholder resolutions, notice periods and filing requirements Overview TYPES OF RESOLUTIONS Ordinary Special Extraordinary Elective Written Special 50% at least 75% at least 75% – 100% – 100% notice  Type of resolution Notice required Majority required Filing requirements Ordinary 14 clear days Over 50% of votes cast at the meeting Not normally filed at Companies H