Decisions owners must make.
WHAT SHAREHOLDERS DECIDE
Changes to the constitution Changes to share capital Appointment and removal of directors, in many cases Appointment of auditors Approval of accounts, where required Certain major transactions
WHAT AN ANNUAL GENERAL MEETING IS
The yearly meeting of members, where required.
WHAT IT TYPICALLY COVERS
Accounts and reports Declaration of dividends Election of directors Appointment of auditors Any other business properly brought
WHAT NOTICE IS REQUIRED
A prescribed period, with the prescribed content.
WHY NOTICE MATTERS
Resolutions passed at improperly convened meetings can be challenged.
WHAT THE NOTICE MUST CONTAIN
Date, time and place The business to be transacted The text of any special resolution Information about proxies
WHAT TYPES OF RESOLUTION EXIST
Ordinary: a simple majority
Special: a higher majority, for fundamental matters
WHAT REQUIRES A SPECIAL RESOLUTION
Typically constitutional changes and similar fundamental decisions.
WHAT A PROXY IS
A person appointed to vote on a member's behalf.
WHAT TO RECORD
Attendance, the resolutions and the votes.
WHAT TO FILE
Resolutions requiring filing, within the required period.
WHY
Unfiled resolutions leave the public record inconsistent with reality.
WHAT TO ESTABLISH IN A SMALL COMPANY
That meetings actually occur, or that written resolutions are properly used.
WHY
Decisions taken informally are challenged when relationships break down.
