Notice, Quorum, Chairman and Proxy

In one line

A meeting needs twenty-one clear days' notice saying where, when and what, an explanatory statement for anything out of the ordinary, a minimum number of people actually in the room, a chairman, and a rule about who may send somebody in their place.

In exam wording: section 101 requires not less than clear twenty-one days' notice, in writing or electronically; section 102 requires a statement of material facts to be annexed for every item of special business; section 103 fixes the quorum; section 104 provides for the chairman; and section 105 governs proxies.

Why the law has this at all

A general meeting is the members' only chance to act collectively, and it can be defeated in four quiet ways.

Give too little notice, and the members who would have objected cannot arrange to come. Hence twenty-one clear days.

Give notice that says nothing, and a member cannot tell whether the meeting matters to him. "To transact such other business as may arise" tells him nothing. Hence section 102, which forces the company to explain every item of special business and to disclose who among the directors and their relatives is interested in it.

Hold the meeting with three people in the room, and a handful of insiders decide everything. Hence the quorum.

Stop members voting unless they attend in person, and anybody living far away is disenfranchised. Hence the proxy.

Each of the five sections in this chapter closes one of those gaps.

Some words this chapter uses

Clear days means the period excluding both the day of service and the day of the meeting. Ordinary business is the four items in section 102(2)(a). Special business is everything else. A quorum is the minimum number who must be present for the meeting to be valid. Personally present means in the person's own body, not by proxy. A proxy is both the person appointed and the instrument appointing him. An appointer is the member who appoints.

Notice: section 101

Section 101(1). A general meeting may be called by giving not less than clear twenty-one days' notice, either in writing or through electronic mode, in the prescribed manner.

"Clear" is the word that is examined. Twenty-one clear days excludes both the day of service and the day of the meeting, so in practice the gap is longer than twenty-one calendar days.

The first proviso: shorter notice. A meeting may be called on shorter notice if consent, in writing or by electronic mode, is given:

• (i) for an annual general meeting, by not less than ninety-five per cent of the members entitled to vote at it; and
• (ii) for any other general meeting, by members:
• (a) holding, where the company has a share capital, a majority in number of members entitled to vote and who represent not less than ninety-five per cent of such part of the paid-up share capital as gives a right to vote at the meeting; or
• (b) having, where the company has no share capital, not less than ninety-five per cent of the total voting power exercisable at that meeting.