16. Meetings and resolutions

Kinds of meeting

Statutory meeting: section 183 deals with the statutory meeting and statutory report.

Annual general meeting: under section 185 every company must hold an annual general meeting each year, and not more than 15 months may pass between one and the next. If the first is held within 18 months of incorporation, it need not be held in that year or the following year. Under section 190 the ordinary business includes declaring dividends, presenting the financial statements and the directors' and auditors' reports, electing directors in place of those retiring, and fixing the auditors' pay.

Extraordinary general meeting: any other general meeting, dealt with in section 187.

Notice

Section 189 says the notice for all general meetings is 21 days from the date the notice was sent out. A meeting called on shorter notice is still treated as duly called if it is agreed, for an annual general meeting, by all the members entitled to attend and vote, and for any other meeting, by a majority in number of those members holding the share of voting rights the section requires.

Under section 190 the notice must state the place, date and time of the meeting and the general nature of the business, in enough detail for members to decide whether to attend. If a special resolution is to be considered, the notice must set out its terms.

Quorum

Section 199 says that, unless the articles provide otherwise, no business may be done without a quorum when the meeting proceeds to business and when any vote is taken. The default quorum is one-third of the members or 25 members, whichever is less, present in person or by proxy. Where there are six or fewer members, the quorum is two. The section does not apply to one-man companies. If there is no quorum within half an hour, a meeting called on members' requisition is dissolved, and any other meeting is adjourned to the same day in the next week.

One person is not a meeting: in Sharp v Dawes a meeting attended by one member and the secretary was held not to be a meeting, because a meeting ordinarily needs more than one person.

Resolutions

Ordinary resolution: section 200(1) says an ordinary resolution is passed by a simple majority of the votes cast by members entitled to vote, in person or by proxy, at a general meeting.

Special resolution: section 200(2) says a special resolution needs not less than two-thirds of the votes cast at a general meeting of which 21 days' notice has been given, specifying the intention to propose it as a special resolution. The section allows shorter notice if the members agree as it provides.

Written resolution: section 201 says resolutions must be passed at general meetings, but in a private company a written resolution signed by all the members entitled to attend and vote is as valid as one passed at a meeting. It is passed on the date the last member signs.

Members' resolutions: section 202 lets members with the required support make the company circulate their proposed resolutions.

Proxies and minutes: section 197 deals with proxies. Minutes must be kept under section 206.