2244 quorum for meetings quorum refers to the number

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22.4.4 QUORUM FOR MEETINGS Quorum refers to the number of people who must be present at a meeting to make it regular and valid. A meeting held without the required quorum would be null and void. The quorum for meetings is normally stated in the articles of association of a company. S. 318 CA 2006 makes the following provisions: Where no provision is made in the articles, and the company has two or more members, the quorum shall be two members. In the case of a company with one member, the quorum shall be one person. The court or the Secretary of State may also, in appropriate circumstances stipulate the quorum for a meeting. Download free eBooks at bookboon.com
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BUSINESS ORGANISATIONS AND AGENCY COMPANY MEMBERS 405 22.4.5 NOTICE OF MEETINGS Before the decision of general meeting will be considered valid and binding, every member and every director entitled to attend the meeting must be given sufficient notice of it – s. 310 CA 2006. The notice of meeting shall contain the date, venue, and nature of matters to be discussed – s. 311, and may be in writing or electronic form (fax. Telex, email, email or website) – s. 308. • The length of notice shall be 14 days for a general meeting of a private company. • For a plc, the notice shall be 21 days (AGM), or 14 days for any other general meeting – s. 307 . A longer period of notice may however be given if the articles so provide. Any provision in the article prescribing a shorter notice than these will be invalid. • However, shorter notice may be given in private companies if 90% of members entitled to attend and vote agree to the shorter period. In a plc 95% of the members must agree for general meetings other than the AGM – s. 307 . For an AGM, a shorter notice could only be given if all the members of the plc agree to it – s. 337. Download free eBooks at bookboon.com Click on the ad to read more 360° thinking . © Deloitte & Touche LLP and affiliated entities. Discover the truth at
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BUSINESS ORGANISATIONS AND AGENCY 406 COMPANY MEMBERS If a meeting is called without notice or adequate notice, it will be invalid unless all members entitled to notice do in fact attend the meeting notwithstanding the lack of notice and waive their right to notice. Where some members could not attend due to lack of notice, the meeting and any decision taken in it would be invalid unless the affected members expressly agree to waive the irregularity. In Re Pearce Duff and Co. Ltd [1960] 1 WLR 1014 , a company’s general meeting was called mistakenly without adequate notice. Some members could not attend the meeting because of insufficient notice. At the meeting, a decision was made to reduce the company’s capital. Later all the members of the company entitled to vote at the meeting agreed in writing to approve the decision. The meeting and the reduction of capital were held to be valid.
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