Who is entitled to attend general meetings?
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General meetings are essentially meetings of the members of the company. In
the case of a company having a share capital, the members are the shareholders.
There may be classes of shares which do not carry the right to attend general
meetings or to vote, or which entitle the holders to do so only in particular
circumstances. The company's articles, or the resolution creating the class
of shares in question will specify what rights attach to that class.
A proxy appointed by a member is entitled to attend: CA 1985, sec372. See related topic: What is a proxy?. But note that a member of a private company is not entitled to appoint more than one proxy to attend on the same occasion.
Where the member is itself a company it may by resolution of its directors authorise such person as it thinks fit to act as its representative at any meeting: CA 1985, sec375(1)(a). Such representative is in the same position as an individual shareholder (sec375(2)) and is not a proxy.
By CA 1985, sec390 a company's auditors are entitled-
(a) to receive all notices of, and other communications relating to, any general meeting which a member of the company is entitled to receive;
(b) to attend any general meeting of the company; and
(c) to be heard at any general meeting which they attend on any part of the business of the meeting which concerns them as auditors.
Table A, art. 44: A director shall, notwithstanding that he is not a member, be entitled to attend and speak at any general meeting and at any separate meeting of the holders of any class of shares in the company.
There may be a difference between the member's right to attend a meeting and a right to vote at it, either under the articles or because there is some reason why a particular member may not vote. Note the following provisions of Table A.
57. No member shall vote at any general meeting or at any separate meeting of the holders of any class of shares in the company, either in person or by proxy, in respect of any share held by him unless all moneys presently payable by him in respect of that share have been paid.
58. No objection shall be raised to the qualification of any voter except at the meeting or adjourned meeting at which the vote objected to is tendered, and every vote not disallowed at the meeting shall be valid. Any objection made in due time shall be referred to the chairman whose decision shall be final and conclusive.
Note also the following:
Table A, 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.
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