How is a general meeting called?
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There are two types of general meetings: Annual General Meetings and Extraordinary
General Meetings. The directors of the company should determine the date of
the AGM and may call an EGM whenever they think fit. There are also provisions
for members to requisition and call extraordinary general meetings. The details
are:
Annual General Meetings
CA 1985, sec366 (1) Every company shall in each year hold a general
meeting as its annual general meeting in addition to any other meetings in that
year, and shall specify the meeting as such in the notices calling it.
(2) However, so long as the company holds its first annual general meeting within 18 months of its incorporation, it need not hold it in the year of its incorporation or in the following year.
(3) Not more than 15 months shall elapse between the date of one annual general meeting and that of the next.
sec367 If default is made in holding a meeting ...the Secretary of State may, on the application of any member of the company, call or direct the calling of a general meeting.
However, by virtue of the Companies Act 1989:
sec366A (1) A private company may elect (by elective resolution..[unanimous] to dispense with the holding of annual general meetings.
(3) In any year....any member of the company may require the holding of an annual general meeting in that year.
(This is part of the 'elective regime' introduced in 1989 to enable private companies to opt out of some minor statutory requirements.)
Extraordinary General Meetings
An Extraordinary General Meeting (EGM) is any meeting other than an
Annual General Meeting (AGM).
Table A, art. 36. All general meetings other than annual general meetings shall be called extraordinary general meetings.
Art. 37. The directors may call general meetings and, on the requisition of members pursuant to the provisions of the Act, shall forthwith proceed to convene an extraordinary general meeting for a date not later than eight weeks after receipt of the requisition. If there are not within the United Kingdom sufficient directors to call a general meeting, any director or any member of the company may call a general meeting.
Members' requisition
CA 1985, sec368 provides that members holding one-tenth of the voting shares or one-tenth of the voting rights may requisition a general meeting and the directors must proceed to call it forthwith.
If they do not within 21 days of the requisition call a meeting, on notice not exceeding 28 days, the requisitionists (or half of them by voting power) may call it and claim their expenses from the company, which shall be deducted from directors remuneration.
CA 1985, sec370 (3): (Subject to any provision in the articles), two or more members holding not less than one-tenth of the issued share capital or, if the company does not have a share capital, not less than 5% in number of the members of the company may call a meeting.
CA 1985, sec371. The court may order a meeting to be held and give instructions as to how it should be conducted.
Notice of Meetings
CA 1985, sec369 lays down minimum periods of notice:
For an AGM or a meeting at which a special resolution or an elective resolution is to be passed: 21 days;
(See also the provisions of CA 1985, sec379 with regard to ordinary resolutions requiring special notice.)
Otherwise the minimum period is 14 days.
The requisite number of days must be clear days. The day on which the notice is served and the day of the meeting do not count as clear days. Note that art. 115 of Table A provides that a notice given by post is deemed to have been given 48 hours after posting.
Short notice
Sec369 and Table A, art. 38 provide ... a general meeting may be called by shorter notice if it is so agreed -
(a) in the case of an annual general meeting, by all the members who are entitled to attend and vote thereat; and
(b) in the case of any other meeting by a majority in number of the members having a right to attend and vote being a majority together holding not less than ninety-five per cent. in nominal value of the shares giving that right.
In a private company the members may elect to reduce this percentage to 90%: sec369(4). (This is also part of the 'elective regime' introduced in 1989 to enable private companies to opt out of some minor statutory requirements.)
Contents of notice
Table A, article 38: The notice shall specify the time and place of the meeting and the general nature of the business to be transacted and, in the case of an annual general meeting, shall specify the meeting as such.
If any special resolutions are to be passed, the exact wording of the proposed resolution must be stated.
The notice must also state that the member is entitled to appoint a proxy to attend and vote instead of the members and that the proxy need not be a member of the company: CA 1985, sec372(3).
Subject to the provisions of the articles and to any restrictions imposed on any shares, the notice must be given to all the members, to all persons entitled to a share in consequence of the death or bankruptcy of a member and to the directors and auditors: art. 38.
Table A, art. 111. Any notice to be given to or by any person pursuant to the articles shall be in writing except that a notice calling a meeting of the directors need not be in writing.
Art. 112. The company may give any notice to a member either personally or by sending it by post in a prepaid envelope addressed to the member at his registered address or by leaving it at that address. In the case of joint holders of a share, all notices shall be given to the joint holder whose name stands first in the register of members in respect of the joint holding and notice so given shall be sufficient notice to all the joint holders. A member whose registered address is not within the United Kingdom and who gives to the company an address within the United Kingdom at which notices may be given to him shall be entitled to have notices given to him at that address, but otherwise no such member shall be entitled to receive any notice from the company.
Art. 113. A member present, either in person or by proxy, at any meeting of the company or of the holders of any class of shares in the the company shall be deemed to have received notice of the meeting and, where requisite, of the purposes for which it was called.
Art. 114. Every person who becomes entitled to a share shall be bound by any notice in respect of that share which, before his name is entered on the register of members, has been duly given to a person from whom he derives his title.
Art. 115. Proof that an envelope containing a notice was properly addressed, prepaid and posted shall be conclusive evidence that the notice was given. A notice shall, unless the contrary is proved, be deemed to be given at the expiration of forty-eight hours after the envelope containing it was posted.
Art. 116. A notice may be given by the company to the persons entitled to a share in consequence of the death or bankruptcy of a member by sending or delivering it, in any manner authorised by the articles for the giving of notice to a member, addressed to them by name, or by the title of representatives of the deceased, or trustees of the bankrupt or by any like description at the address, if any, within the United Kingdom supplied for that purpose by the persons claiming to be so entitled. Until such an address has been supplied, a notice may be given in any manner in which it might have been given if the death or bankruptcy had not occurred.
Art. 39. The accidental omission to give notice of a meeting to, or the non-receipt of notice of a meeting by, any person entitled to receive notice shall not invalidate the proceedings at that meeting.
Usually the directors determine the agenda for the meeting and the wording of resolutions but, by CA 1985, sec376 members holding one-twentieth of the voting rights, or any 100 members on whose shares an average of £100 has been paid up can requisition the inclusion of resolutions and/or the circulation of a statement not exceeding 1,000 words.
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