Company Law Reform Bill [HL] (148-151)

House of Commons

Session 2005 - 06
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Other Bills before Parliament

Company Law Reform Bill [HL] (148-151)

Company Law Reform Bill [HL] (changed to Companies Bill [HL])
Part 14 — Resolutions and meetings
Chapter 3 — Resolutions at meetings
148

322
Company’s duty to circulate members’ statement
(1)
A company that is required under section 321, to circulate a statement must
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
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(b)
at the same time as, or as soon as reasonably practicable after, it gives
notice of the meeting.
(2)
Subsection (1) has effect subject to section 323(2) (deposit or tender of sum in
respect of expenses of circulation) and section 324 (application not to circulate
members’ statement).
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(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.
(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
15
maximum.
323
Expenses of circulating members’ statement
(1)
The expenses of the company in complying with section 322 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
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of a public company, and
(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
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paid by the members who requested the circulation of the statement
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
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sufficient to meet its expenses in doing so.
324
Application not to circulate members’ statement
(1)
A company is not required to circulate a members’ statement under section 322
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 321 and that
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section are being abused.
(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.

Company Law Reform Bill [HL] (changed to Companies Bill [HL])
Part 14 — Resolutions and meetings
Chapter 3 — Resolutions at meetings
149

Procedure at meetings
325
Quorum at meetings
(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
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qualifying persons present at a meeting are a quorum, unless—
(a)
each is a qualifying person only because he is authorised under section
330 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
10
member in relation to the meeting, and they are proxies of the same
member.
(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 330 (representation of corporations
15
at meetings) to act as the representative of a corporation in relation to
the meeting, or
(c)
a person appointed as proxy of a member in relation to the meeting.
326
Chairman of meeting
(1)
A member may be elected to be the chairman of a general meeting by a
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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 may not be chairman.
327
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
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chairman that the resolution—
(a)
has or has not been passed, or
(b)
passed with a particular majority,

is conclusive evidence of that fact without proof of the number or proportion
of the votes recorded in favour of or against the resolution.
30
(2)
An entry in respect of such a declaration in minutes of the meeting recorded in
accordance with section 362 is also conclusive evidence of that fact without
such proof.
(3)
This section does not have effect if a poll is demanded in respect of the
resolution (and the demand is not subsequently withdrawn).
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328
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
other than—
(a)
the election of the chairman of the meeting, or
40
(b)
the adjournment of the meeting.

Company Law Reform Bill [HL] (changed to Companies Bill [HL])
Part 14 — Resolutions and meetings
Chapter 3 — Resolutions at meetings
150

(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
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
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voting rights of all the members having the right to vote on the
resolution (excluding any voting rights attached to any shares in the
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
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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
conferring a right to vote on the resolution which are held as treasury
shares).
329
Voting on a poll
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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
in the same way.
330
Representation of corporations at meetings
(1)
If a corporation (whether or not a company within the meaning of this Act) is
20
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
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
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it were an individual member of the company.
(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
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them purport to exercise a power under subsection (3)—
(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.
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Proxies
331
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.
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(2)
In the case of a company having a share capital, a member may appoint more
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.

Company Law Reform Bill [HL] (changed to Companies Bill [HL])
Part 14 — Resolutions and meetings
Chapter 3 — Resolutions at meetings
151

332
Notice of meeting to contain statement of rights
(1)
In every notice calling a meeting of a company there must appear, with
reasonable prominence, a statement informing the member of—
(a)
his rights under section 331, and
(b)
any more extensive rights conferred by the company’s articles to
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appoint more than one proxy.
(2)
Failure to comply with this section does not affect the validity of the meeting
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.
10
(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.
333
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
15
specified persons, the invitations must be issued to all members entitled to vote
at the meeting.
(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
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(b)
the form or list is available on request to all members entitled to vote at
the meeting.
(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
25
conviction to a fine not exceeding level 3 on the standard scale.
334
Notice required of appointment of proxy etc
(1)
This section applies to—
(a)
the appointment of a proxy, and
(b)
any document necessary to show the validity of, or otherwise relating
30
to, the appointment of a proxy.
(2)
Any provision of the company’s articles is void in so far as it would have the
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
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for holding the meeting or adjourned meeting;
(b)
in the case of a poll taken more than 48 hours after it was demanded, 24
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.
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(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.