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Company Law Reform Bill [HL]


Company Law Reform Bill [HL]
Part 13 — Resolutions and meetings
Chapter 3 — Resolutions at meetings

133

 

294     

Contents of notices of meetings

(1)   

Notice of a general meeting of a company must state—

(a)   

the time and date of the meeting, and

(b)   

the place of the meeting.

(2)   

Notice of a general meeting of a company must state the general nature of the

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business to be dealt with at the meeting.

   

This subsection has effect subject to any provision of the company’s articles.

295     

Resolution requiring special notice

(1)   

Where by any provision of the Companies Acts special notice is required of a

resolution, the resolution is not effective unless notice of the intention to move

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it has been given to the company at least 28 days before the meeting at which

it is moved.

(2)   

The company must, where practicable, give its members notice of any such

resolution in the same manner and at the same time as it gives notice of the

meeting.

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(3)   

Where that is not practicable, the company must give its members notice at

least 14 days before the meeting—

(a)   

by advertisement in a newspaper having an appropriate circulation, or

(b)   

in any other manner allowed by the company’s articles.

(4)   

If, after notice of the intention to move such a resolution has been given to the

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company, a meeting is called for a date 28 days or less after the notice has been

given, the notice is deemed to have been properly given, though not given

within the time required.

296     

Accidental failure to give notice of resolution or meeting

(1)   

Where a company gives notice of—

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(a)   

a general meeting, or

(b)   

a resolution intended to be moved at a general meeting,

   

any accidental failure to give notice to one or more persons shall be

disregarded for the purpose of determining whether notice of the meeting or

resolution (as the case may be) is duly given.

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(2)   

Except in relation to notice given under—

(a)   

section 287 (notice of meetings required by members),

(b)   

section 288 (notice of meetings called by members), or

(c)   

section 322 (notice of resolutions at AGMs proposed by members),

   

subsection (1) has effect subject to any provision of the company’s articles.

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Members’ statements

297     

Members’ power to require circulation of statements

(1)   

The members of a company may require the company to circulate, to members

of the company entitled to receive notice of a general meeting, a statement of

not more than 1,000 words with respect to—

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Company Law Reform Bill [HL]
Part 13 — Resolutions and meetings
Chapter 3 — Resolutions at meetings

134

 

(a)   

a matter referred to in a proposed resolution to be dealt with at that

meeting, or

(b)   

other business to be dealt with at that meeting.

(2)   

A company is required to circulate a statement once it has received requests to

do so from—

5

(a)   

members representing at least 5% of the total voting rights of all the

members who have a relevant right to vote (excluding any voting rights

attached to any shares in the company held as treasury shares), or

(b)   

at least 100 members who have a relevant right to vote and hold shares

in the company on which there has been paid up an average sum, per

10

member, of at least £100.

(3)   

In subsection (2), a “relevant right to vote” means—

(a)   

in relation to a statement with respect to a matter referred to in a

proposed resolution, a right to vote on that resolution at the meeting to

which the requests relate, and

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(b)   

in relation to any other statement, a right to vote at the meeting to

which the requests relate.

(4)   

A request—

(a)   

may be in hard copy form or in electronic form,

(b)   

must identify the statement to be circulated,

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(c)   

must be authenticated by the person or persons making it, and

(d)   

must be received by the company at least one week before the meeting

to which it relates.

298     

Company’s duty to circulate members’ statement

(1)   

A company that is required under section 297, to circulate a statement must

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send a copy of it to each member of the company entitled to receive notice of

the meeting—

(a)   

in the same manner as the notice of the meeting, and

(b)   

at the same time as, or as soon as reasonably practicable after, it gives

notice of the meeting.

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(2)   

Subsection (1) has effect subject to section 299(2) (deposit or tender of sum in

respect of expenses of circulation) and section 300 (application not to circulate

members’ statement).

(3)   

In the event of default in complying with this section, an offence is committed

by every officer of the company who is in default.

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(4)   

A person guilty of an offence under this section is liable—

(a)   

on conviction on indictment, to a fine;

(b)   

on summary conviction, to a fine not exceeding the statutory

maximum.

299     

Expenses of circulating members’ statement

40

(1)   

The expenses of the company in complying with section 298 need not be paid

by the members who requested the circulation of the statement if—

(a)   

the meeting to which the requests relate is an annual general meeting

of a public company, and

 
 

Company Law Reform Bill [HL]
Part 13 — Resolutions and meetings
Chapter 3 — Resolutions at meetings

135

 

(b)   

requests sufficient to require the company to circulate the statement are

received before the end of the financial year preceding the meeting.

(2)   

Otherwise—

(a)   

the expenses of the company in complying with that section must be

paid by the members who requested the circulation of the statement

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unless the company resolves otherwise, and

(b)   

unless the company has previously so resolved, it is not bound to

comply with that section unless there is deposited with or tendered to

it, not later than one week before the meeting, a sum reasonably

sufficient to meet its expenses in doing so.

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300     

Application not to circulate members’ statement

(1)   

A company is not required to circulate a members’ statement under section 298

if, on an application by the company or another person who claims to be

aggrieved, the court is satisfied that the rights conferred by section 297 and that

section are being abused.

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(2)   

The court may order the members who requested the circulation of the

statement to pay the whole or part of the company’s costs (in Scotland,

expenses) on such an application, even if they are not parties to the application.

Procedure at meetings

301     

Quorum at meetings

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(1)   

In the case of a company limited by shares or guarantee and having only one

member, one qualifying person present at a meeting is a quorum.

(2)   

In any other case, subject to the provisions of the company’s articles, two

qualifying persons present at a meeting are a quorum, unless—

(a)   

each is a qualifying person only because he is authorised under section

25

306 to act as the representative of a corporation in relation to the

meeting, and they are representatives of the same corporation; or

(b)   

each is a qualifying person only because he is appointed as proxy of a

member in relation to the meeting, and they are proxies of the same

member.

30

(3)   

For the purposes of this section a “qualifying person” means—

(a)   

an individual who is a member of the company,

(b)   

a person authorised under section 306 (representation of corporations

at meetings) to act as the representative of a corporation in relation to

the meeting, or

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(c)   

a person appointed as proxy of a member in relation to the meeting.

302     

Chairman of meeting

(1)   

A member may be elected to be the chairman of a general meeting by a

resolution of the company passed at the meeting.

(2)   

Subsection (1) is subject to any provision of the company’s articles that states

40

who may or may not be chairman.

 
 

Company Law Reform Bill [HL]
Part 13 — Resolutions and meetings
Chapter 3 — Resolutions at meetings

136

 

303     

Declaration by chairman on a show of hands

(1)   

On a vote on a resolution at a meeting on a show of hands, a declaration by the

chairman that the resolution—

(a)   

has or has not been passed, or

(b)   

passed with a particular majority,

5

   

is conclusive evidence of that fact without proof of the number or proportion

of the votes recorded in favour of or against the resolution.

(2)   

An entry in respect of such a declaration in minutes of the meeting recorded in

accordance with section 338 is also conclusive evidence of that fact without

such proof.

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(3)   

This section does not have effect if a poll is demanded in respect of the

resolution (and the demand is not subsequently withdrawn).

304     

Right to demand a poll

(1)   

A provision of a company’s articles is void in so far as it would have the effect

of excluding the right to demand a poll at a general meeting on any question

15

other than—

(a)   

the election of the chairman of the meeting, or

(b)   

the adjournment of the meeting.

(2)   

A provision of a company’s articles is void in so far as it would have the effect

of making ineffective a demand for a poll on any such question which is

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made—

(a)   

by not less than 5 members having the right to vote on the resolution; or

(b)   

by a member or members representing not less than 10% of the total

voting rights of all the members having the right to vote on the

resolution (excluding any voting rights attached to any shares in the

25

company held as treasury shares); or

(c)   

by a member or members holding shares in the company conferring a

right to vote on the resolution, being shares on which an aggregate sum

has been paid up equal to not less than 10% of the total sum paid up on

all the shares conferring that right (excluding shares in the company

30

conferring a right to vote on the resolution which are held as treasury

shares).

305     

Voting on a poll

On a poll taken at a general meeting of a company, a member entitled to more

than one vote need not, if he votes, use all his votes or cast all the votes he uses

35

in the same way.

306     

Representation of corporations at meetings

(1)   

If a corporation (whether or not a company within the meaning of this Act) is

a member of a company, it may by resolution of its directors or other governing

body authorise a person or persons to act as its representative or

40

representatives at any meeting of the company.

(2)   

Where the corporation authorises only one person, he is entitled to exercise the

same powers on behalf of the corporation as the corporation could exercise if

it were an individual member of the company.

 
 

Company Law Reform Bill [HL]
Part 13 — Resolutions and meetings
Chapter 3 — Resolutions at meetings

137

 

(3)   

Where the corporation authorises more than one person, any one of them is

entitled to exercise the same powers on behalf of the corporation as the

corporation could exercise if it were an individual member of the company.

(4)   

Where the corporation authorises more than one person and more than one of

them purport to exercise a power under subsection (3)—

5

(a)   

if they purport to exercise the power in the same way, the power is

treated as exercised in that way,

(b)   

if they do not purport to exercise the power in the same way, the power

is treated as not exercised.

Proxies

10

307     

Rights to appoint proxies

(1)   

A member of a company is entitled to appoint another person as his proxy to

exercise all or any of his rights to attend and to speak and vote at a meeting of

the company.

(2)   

In the case of a company having a share capital, a member may appoint more

15

than one proxy in relation to a meeting, provided that each proxy is appointed

to exercise the rights attached to a different share or shares held by him, or (as

the case may be) to a different £10, or multiple of £10, of stock held by him.

308     

Notice of meeting to contain statement of rights

(1)   

In every notice calling a meeting of a company there must appear, with

20

reasonable prominence, a statement informing the member of—

(a)   

his rights under section 307, and

(b)   

any more extensive rights conferred by the company’s articles to

appoint more than one proxy.

(2)   

Failure to comply with this section does not affect the validity of the meeting

25

or of anything done at the meeting.

(3)   

If this section is not complied with as respects any meeting, an offence is

committed by every officer of the company who is in default.

(4)   

A person guilty of an offence under this section is liable on summary

conviction to a fine not exceeding level 3 on the standard scale.

30

309     

Company-sponsored invitations to appoint proxies

(1)   

If for the purposes of a meeting there are issued at the company’s expense

invitations to members to appoint as proxy a specified person or a number of

specified persons, the invitations must be issued to all members entitled to vote

at the meeting.

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(2)   

Subsection (1) is not contravened if—

(a)   

there is issued to a member at his request a form of appointment

naming the proxy or a list of persons willing to act as proxy, and

(b)   

the form or list is available on request to all members entitled to vote at

the meeting.

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Company Law Reform Bill [HL]
Part 13 — Resolutions and meetings
Chapter 3 — Resolutions at meetings

138

 

(3)   

If subsection (1) is contravened as respects a meeting, an offence is committed

by every officer of the company who is in default.

(4)   

A person guilty of an offence under this section is liable on summary

conviction to a fine not exceeding level 3 on the standard scale.

310     

Notice required of appointment of proxy etc

5

(1)   

This section applies to—

(a)   

the appointment of a proxy, and

(b)   

any document necessary to show the validity of, or otherwise relating

to, the appointment of a proxy.

(2)   

Any provision of the company’s articles is void in so far as it would have the

10

effect of requiring any such appointment or document to be received by the

company or another person earlier than the following time—

(a)   

in the case of a meeting or adjourned meeting, 48 hours before the time

for holding the meeting or adjourned meeting;

(b)   

in the case of a poll taken more than 48 hours after it was demanded, 24

15

hours before the time appointed for the taking of the poll;

(c)   

in the case of a poll taken not more than 48 hours after it was

demanded, the time at which it was demanded.

(3)   

In calculating the periods mentioned in subsection (2) no account shall be taken

of any part of a day that is not a working day.

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311     

Chairing meetings

(1)   

A proxy may be elected to be the chairman of a general meeting by a resolution

of the company passed at the meeting.

(2)   

Subsection (1) is subject to any provision of the company’s articles that states

who may or who may not be chairman.

25

312     

Right of proxy to demand a poll

(1)   

The appointment of a proxy to vote on a matter at a meeting of a company

authorises the proxy to demand, or join in demanding, a poll on that matter.

(2)   

In applying the provisions of section 304(2) (requirements for effective

demand), a demand by a proxy counts—

30

(a)   

for the purposes of paragraph (a), as a demand by the member;

(b)   

for the purposes of paragraph (b), as a demand by a member

representing the voting rights that the proxy is authorised to exercise;

(c)   

for the purposes of paragraph (c), as a demand by a member holding

the shares to which those rights are attached.

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313     

Notice required of termination of proxy’s authority

(1)   

This section applies to notice that the authority of a person to act as proxy is

terminated (“notice of termination”).

(2)   

The termination of the authority of a person to act as proxy does not affect—

(a)   

whether he counts in deciding whether there is a quorum at a meeting,

40

(b)   

the validity of anything he does as chairman of a meeting, or

 
 

Company Law Reform Bill [HL]
Part 13 — Resolutions and meetings
Chapter 3 — Resolutions at meetings

139

 

(c)   

the validity of a poll demanded by him at a meeting,

   

unless the company receives notice of the termination before the

commencement of the meeting.

(3)   

The termination of the authority of a person to act as proxy does not affect the

validity of a vote given by that person unless the company receives notice of

5

the termination—

(a)   

before the commencement of the meeting or adjourned meeting at

which the vote is given, or

(b)   

in the case of a poll taken more than 48 hours after it is demanded,

before the time appointed for taking the poll.

10

(4)   

If the company’s articles require or permit members to give notice of

termination to a person other than the company, the references above to the

company receiving notice have effect as if they were or (as the case may be)

included a reference to that person.

(5)   

Subsections (2) and (3) have effect subject to any provision of the company’s

15

articles which has the effect of requiring notice of termination to be received by

the company or another person at a time earlier than that specified in those

subsections.

This is subject to subsection (6).

(6)   

Any provision of the company’s articles is void in so far as it would have the

20

effect of requiring notice of termination to be received by the company or

another person earlier than the following time—

(a)   

in the case of a meeting or adjourned meeting, 48 hours before the time

for holding the meeting or adjourned meeting;

(b)   

in the case of a poll taken more than 48 hours after it was demanded, 24

25

hours before the time appointed for the taking of the poll;

(c)   

in the case of a poll taken not more than 48 hours after it was

demanded, the time at which it was demanded.

(7)   

In calculating the periods mentioned in subsections (3)(b) and (6) no account

shall be taken of any part of a day that is not a working day.

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314     

Saving for more extensive rights conferred by articles

Nothing in sections 307 to 313 (proxies) prevents a company’s articles from

conferring more extensive rights on members or proxies than are conferred by

those sections.

Adjourned meetings

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315     

Resolution passed at adjourned meeting

Where a resolution is passed at an adjourned meeting of a company, the

resolution is for all purposes to be treated as having been passed on the date on

which it was in fact passed, and is not to be deemed passed on any earlier date.

 
 

 
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