General meetings include any meetings of members such as annual general meetings (‘AGMs’),
General meetings usually cover matters outside of the scope of daily management, such as changes to the company name, status or capital structure, the constitution, approval of certain director benefits, removal and election of directors and auditors and director remuneration.
What are the requirements for a valid meeting?
To be valid, general meetings have to be properly convened, constituted and conducted.
Companies should hold an AGM at least once each calendar year in addition to other general meetings, except if they have only one member.
Who may call a meeting?
- A director of any company may call a meeting.
- Directors are obliged to call a meeting if requested to do so by members with at least 5% of the votes).
- The directors must call the meeting within 21 days of the request being given to the company and the meeting is to be held within two months;
Notice of meeting:
How much notice must be given?
The general rule is that at least 21 days notice must be given, although constitutions may specify longer. A shorter period can be specified for an AGM if all the members entitled to vote agree beforehand. More than 28 days for listed companies regardless of what the company constitution says
Who to give notice to?
- All members and directors;
- Individually or for joint members to the first named person
How is notice given?
- Personally, by post or fax;
- Electronic means if nominated by the member;
Contents of notice:
- Place, date and time;
- General nature of business;
- Any special resolutions. .
- Any details regarding the appointment of proxies;
- Information in the notice must be presented in a clear, concise and effective manner as will fully and fairly inform the shareholders of what is to be considered at the meeting and to enable them to make a properly informed judgement.
- Meeting must be held for a proper purpose
- Meeting must be held at a reasonable time and place and to be held during normal business hours and at a place convenient for the greatest possible number of shareholders to attend.
- Two members, unless the company constitution specifies another quorum. This quorum must be present for the duration of the meeting (s 249T);
- If the quorum is not present within 30 minutes of time in notice, the meeting is adjourned.
- Directors can elect a chair
AGMs – Chair must allow a reasonable opportunity for members to ask questions about or make comments on the management of the company.
The performance of the meeting’s chair is central to its success. The chair has the power to preserve order, regulate the discussion, adjourn the meeting and also has powers in relations to voting procedures.
Specific duties of the chair include:
- To work with the CEO and company secretary to confirm the agenda;
- To understand all legal and constitutional rules about meetings;
- To determine that the meeting has been properly convened and that a quorum is present and maintained throughout the meeting;
- To understand the business and objectives of the meeting;
- To ensure the agenda is worked through efficiently with the greatest time spent on the most significant issues;
- To handle all matters impartially;
- To put all relevant questions to the meeting, take a vote and declare a result;
- To deal with the minutes through the company secretary;
- To declare the meeting closed or adjourned.
Must Minutes be kept?
All companies must keep minutes for general meetings .
Minute books must be kept at the company’s registered office or principal place of business.