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.
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 2006, sec323 largely re-enacts the former 1985 Act provision, allowing corporations to be represented at meetings. There is an addition, however, that specifically allows the appointment of two or more corporate representative but, if they purport to exercise the corporation's powers in different ways, the power is treated as not exercised.
Both the Model Articles (Art. 40) and Table A (Art. 44) provide that the directors of the company may attend general meetings even if not members of the company. Directors have a statutory right to notice of general meetings: CA 2006, sec310.
By CA 2006, sec502, a company’s auditor is 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 he attends on any part of the business of the meeting which concerns him as auditor.
(3) Where the auditor is a firm, the right to attend or be heard at a meeting is exercisable by an individual authorised by the firm in writing to act as its representative at the meeting.
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