| Any
irregularity in the conduct of meetings or in the notice
convening a general meeting may render the proceedings
invalid. It is therefore essential that meetings be conducted
in accordance with general law and the company's Articles
of Association. In particular, the following should be
noted. |
| (a) |
Quorum |
|
Unless
the Articles provides otherwise, a quorum at a general
meeting of a public or private company is two members
personally present (s370(4) CA 85). In the case of a private
company limited by shares or by guarantee and where such
a company only has one member s370A CA 85 reduces the
quorum to one member present in person or by proxy. Under
the 1985 Table A a quorum is two members present in person
or by proxy. Unless the 1948 Table A applies or the Articles
of Association provide otherwise, a quorum is required
to be present for the entire duration of the meeting. |
| (b) |
Chairman |
|
Unless
the Articles provide otherwise any member of the company
may be elected chairman of a meeting by the members present
(s370(5) CA 85). |
|
Table
A provides that the Chairman of the Board of Directors
or some other director nominated by the directors shall
act as Chairman. The members may only elect one of their
number to be Chairman if within fifteen minutes after
the start of the meeting no director is willing to act
as Chairman or no director is present. |
|
The
function of the Chairman is to ensure that the business
of the meeting proceeds in an efficient manner. If Table
A is adopted without amendment, then the in the case of
an equality of votes, the Chairman has a casting vote
(Regulation 50 1985 Table A) |
| (c) |
Voting |
|
Voting
will be by show of hands in the first instance unless
the Articles specify otherwise. Unless the Articles provide
otherwise, a proxy is not entitled to vote on a show of
hands (s372 CA 85 and Regulation 54 1985 Table A). Regulation
31 1985 Table A states that a person entitled to a share
in consequence of the death or bankruptcy of a member
is not entitled to attend or vote at a general meeting
until his name has been entered as the holder of the share. |
|
Subsequently,
voting will be by way of poll if it is validly requested
in accordance with the Articles of Association (Regulation
46 of 1985 Table A). Regulation 54 1985 Table A provides
that on a poll every member shall have one vote for every
share of which he is the holder. |
|
In
the absence of an article permitting it, postal voting
is not permissible. |
