Company Meetings: Types, Notice, Agenda, Quorum, Resolutions, Minutes and Voting
Meeting architecture
This domain tests the rules that make a meeting valid: type, notice, agenda, quorum, resolutions, minutes and voting. A meeting can be convened only by proper authority and must follow the Act, articles and secretarial standards.
Core rules and concepts
- Annual general meeting (AGM): held once each year; the first AGM within nine months of the first financial year-end, later AGMs within six months of the financial year-end, with not more than fifteen months between two AGMs.
- Extraordinary general meeting (EGM): called when urgent member approval is needed; the board or requisitionists may convene as prescribed.
- Notice: at least 21 clear days for general meetings unless shorter notice is consented to by the required majority (95% for an AGM). Notice must state date, time, venue and business.
- Quorum: for a public company, five members for up to 1,000 members, fifteen for 1,001 to 5,000, and thirty above 5,000; a private company generally needs two.
- Resolutions: ordinary resolution needs a simple majority; special resolution generally needs at least three times the votes against as for.
- Minutes: recorded within 30 days, signed and kept at the registered office; voting may be by show of hands, poll or electronic means where available.
Worked example
Notice for an AGM is served on 1 September for a meeting on 22 September. Counting clear days excludes 1 September and 22 September, leaving only 20 clear days, so the notice is short. The meeting may still proceed if members holding at least 95% of the voting power consent to shorter notice. Reasoning: the count starts the day after service and stops the day before the meeting.
Traps that cost marks
Do not count the date of notice or meeting as a clear day. Do not confuse quorum with majority. Do not record decisions without identifying the resolution type. Do not omit the place, date, time or agenda.