company to potential or existing creditors, investors, and customers. There is therefore need to keep the Registrar of Companies informed of important changes in companies’ affairs or documents. Accordingly, under the Companies Act a company must file with the registrar of companies, within 15 days, a copy of any special or unanimous resolution of the members, or the unanimous resolution of a class or which binds all the members of a class of shareholders. Any subsequent articles of the company must include the new resolution.22.6 VOTING AT MEETINGS – S. 284 CA 2006Decisions of members are reached by the voting. The vote may be by assenting to a written resolution, by show of hands or by poll.a) By assenting to written resolution–For a private company using a written resolution, every member has one assent or vote. If the company has a share capital, each member has one vote per share or one vote for every £10 of stock. b) By show of hands– In this case, all members present have one vote each notwithstanding the number of shares they have in the company. Every member is however entitled to demand a vote by poll.c) By Poll–This means voting according to the number of shares held by members, who are entitled to one vote per share or in case of stock, to one vote per £10 stock. The articles may however make different provisions on the number of votes a share may have. Voting by poll benefits the larger shareholders and ensures that those with majority shareholding effectively control the company. A company cannot remove the right of a member to demand a vote by poll – s.321 CA 2006. However, a member is not entitled to a vote by poll in respect of any shares that have not been paid for. For example, if Y has 1000 shares in a company but has only paid for 500, his right to poll is restricted to 500 hundred votes. If a member has not paid anything on his shares, he will not be entitled to vote at all.Quoted companiesmust publish on their website the results of any poll taken at a general meeting. The publication must include the text of the resolution, the date of the meeting, the number of votes in favour and the number of votes against – s. 341. They must also provide an independent report on any poll taken or to be taken if this is demanded by members accounting for 5% of the shares or membership or 100 of the members who have paid at least £100 on their shares – s. 342 CA 2006.Download free eBooks at bookboon.com
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BUSINESS ORGANISATIONS AND AGENCY410COMPANY MEMBERS22.6.1 PROXIES – S. 324 CA 2006A proxy is someone appointed to represent a member at a company general meeting. Proxies are necessary because it is not always possible or convenient for a shareholder to attend a meeting in person. Besides, a member may not feel sufficiently knowledgeable on the matters for decision and may therefore appoint someone with a better knowledge to represent him.
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