Company Law Reform Bill [HL]

House of Commons

Session 2005 - 06
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Other Bills before Parliament

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
10
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—
25
(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.
35
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—
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(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
15
(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
25
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.
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(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
35
(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
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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,
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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
20
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
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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
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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.
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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.
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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—
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(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,
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(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.
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(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.