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PART XIIN.I.COMPANY ADMINISTRATION AND PROCEDURE

[F1CHAPTER IVN.I.Meetings and Resolutions

Annotations:

MeetingsN.I.

Annual general meetingN.I.

374.  F2. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Election by private company to dispense with annual general meetingsN.I.

374A.  F3. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Annotations:

F3Art. 374A repealed (20.1.2007 for art. 374A(3A)(6) and otherwise prosp.) by Companies Act 2006 (c. 46), ss. 1284(2), 1295, 1300(2), Sch. 16; S.I. 2006/3428, art. 7(b), Sch. 3 Pt. 2 (with arts. 6, 8, Sch. 5)

Department's power to call meeting in defaultN.I.

375.  F4. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Extraordinary general meeting on member's requisitionN.I.

376.  F5. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Length of notice for calling meetingsN.I.

377.  F6. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Annotations:

F6Art. 377 repealed (20.1.2007 for art. 377(5)-(11) and otherwise prosp.) by Companies Act 2006 (c. 46), ss. 1284(2), 1295, 1300(2), Sch. 16; S.I. 2006/3428, art. 7(b), Sch. 3 Pt. 2 (with arts. 6, 8, Sch. 5)

General provisions as to meetings and votesN.I.

378.  F7. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Quorum at meetings of the sole memberN.I.

378A.  F8. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Power of court to order meetingN.I.

379.  F9. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

ProxiesN.I.

380.  F10. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Annotations:

F10Art. 380 repealed (20.1.2007 for certain purposes, otherwise prosp.) by Companies Act 2006 (c. 46), ss. 1284(2), 1295, 1300(2), Sch. 16; S.I. 2006/3428, art. 7(b), Sch. 3 Pt. 2 (with arts. 6, 8, Sch. 5)

Right to demand a pollN.I.

381.  F11. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Voting on a pollN.I.

382.  F12. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Representation of bodies corporate at meetingsN.I.

383.  F13. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

ResolutionsN.I.

Circulation of members' resolutionsN.I.

384.  F14. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

In certain cases, compliance with Article 384 not requiredN.I.

385.  F15. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Extraordinary and special resolutionsN.I.

386.  F16. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Resolution requiring special noticeN.I.

387.  F17. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

[F18Elective resolution of private companyN.I.

387A.[F19(1) An election by a private company for the purposes of—

(a)Article 90A (election as to duration of authority to allot shares),

(b)Article 260 (election to dispense with laying of accounts and reports before general meeting),

(c)Article 374A (election to dispense with holding of annual general meeting),

(d)Article 377(4) or 386(3) (election as to majority required to authorise short notice of meeting), or

(e)Article 394 (election to dispense with appointment of auditors annually),

shall be made by resolution of the company in general meeting in accordance with this Article.

Such a resolution is referred to in this Order as an “elective resolution”.

(2) An elective resolution is not effective unless—

(a)at least 21 days' notice in writing is given of the meeting, stating that an elective resolution is to be proposed and stating the terms of the resolution, and

(b)the resolution is agreed to at the meeting, in person or by proxy, by all the members entitled to attend and vote at the meeting.

[F20(2A) An elective resolution is effective notwithstanding the fact that less than 21 days' notice in writing of the meeting is given if all the members entitled to attend and vote at the meeting so agree.]

[F21(2B) For the purposes of this Article, notice in writing of the meeting is to be taken as given to a person where notice of the meeting is sent using electronic communications to such address as may for the time being be notified by that person to the company for that purpose.

(2C) For the purposes of this Article a notice in writing of the meeting is also to be treated as given to a person where—

(a)the company and that person have agreed that notices of meetings required to be given to that person may instead be accessed by him on a web site;

(b)the meeting is a meeting to which that agreement applies;

(c)that person is notified, in manner for the time being agreed between him and the company for the purpose, of—

(i)the publication of the notice on a web site;

(ii)the address of that web site; and

(iii)the place on that web site where the notice may be accessed, and how it may be accessed; and

(d)the notice continues to be published on that web site throughout the period beginning with the giving of that notification and ending with the conclusion of the meeting;

and for the purposes of this Article a notice treated in accordance with this paragraph as given to any person is to be treated as so given at the time of the notification mentioned in sub-paragraph (c).

(2D) A notification given for the purposes of paragraph (2C)(c) must—

(a)state that it concerns a notice of a company meeting at which an elective resolution is to be proposed, and

(b)specify the place, date and time of the meeting.

(2E) Nothing in paragraph (2C) shall invalidate the proceedings of a meeting where—

(a)any notice that is required to be published as mentioned in sub-paragraph (d) of that paragraph is published for a part, but not all, of the period mentioned in that sub-paragraph; and

(b)the failure to publish that notice throughout that period is wholly attributable to circumstances which it would not be reasonable to have expected the company to prevent or avoid.

(2F) In so far as the articles of the company do not provide for notices and notifications to be served using electronic communications, the provisions of Table A (as for the time being in operation) as to such service shall apply.]

(3) The company may revoke an elective resolution by passing an ordinary resolution to that effect.

(4) An elective resolution shall cease to have effect if the company is re-registered as a public company.

(5) An elective resolution may be passed or revoked in accordance with this Article, and the provisions referred to in[F21 paragraphs (1) and (2B) to (2E)] have effect, notwithstanding any contrary provision in the company's articles of association.

[F21(6) In this article, “address” includes any number or address used for the purposes of electronic communications.]]]

Annotations:

F19Art. 387A repealed (20.1.2007 for art. 387A(2B)-(2F)(6), 1.10.2007 for art. 387A(1)(b)-(e) and otherwise prosp.) by Companies Act 2006 (c. 46), ss. 1284(2), 1295, 1300(2), Sch. 16; S.I. 2006/3428, art. 7(b), Sch. 3 Pt. 2 (with arts. 6, 8, Sch. 5); S.I. 2007/2194, arts. 1(3)(a), 8, Sch. 2 Pt. 2 (with art. 12)

F21SR 2003/3

Registration, etc. of resolutions and agreementsN.I.

388.[F22(1) A copy of every resolution or agreement to which this Article applies shall, within 15 days after it is passed or made, be forwarded to the registrar and recorded by him; and it must be either a printed copy or else a copy in some other form approved by the registrar.

(2) Where a company's articles have been registered, a copy of [F23every such resolution, and every resolution or agreement to which Chapter 3 of Part 3 of the Companies Act 2006 applies (resolutions and agreements affecting a company's constitution), which is] for the time being in force shall be embodied in or annexed to every copy of the articles issued after the passing of the resolution or the making of the agreement.

(3) Where a company's articles have not been registered, a printed copy of every such resolution or agreement shall be forwarded to any member at his request on payment of 5 pence or such less sum as the company may direct.

(4) This Article applies to—

(a)special resolutions;

(b)extraordinary resolutions;

[F24(bb)an elective resolution or a resolution revoking such a resolution;]

(c)resolutions or agreements which have been agreed to by all the members of a company but which, if not so agreed to, would not have been effective for their purpose unless (as the case may be) they had been passed as special resolutions or as extraordinary resolutions;

(d)resolutions or agreements which have been agreed to by all the members of some class of shareholders but which, if not agreed to, would not have been effective for their purpose unless they had been passed by some particular majority or otherwise in some particular manner, and all resolutions or agreements which effectively bind all the members of any class of shareholders though not agreed to by all those members;

(e)a resolution passed by the directors of a company in compliance with a direction under Article 41(2) (change of name on Department's direction);

(f)a resolution of a company to give, vary, revoke or renew an authority to the directors for the purposes of Article 90 (allotment of relevant securities);

(g)a resolution of the directors passed under Article 157(2) (alteration of memorandum on company ceasing to be a public company, following acquisition of its own shares);

(h)a resolution conferring, varying[F25, revoking or renewing] authority under Article 176 (market purchase of company's own shares);

(j)a resolution for voluntary winding up, passed under[F26 Article 70(1)(a) of the Insolvency Order]; and

(k)a resolution passed by the directors of an old public company, under Article 4(1) of the Consequential Provisions Order, that the company should be re-registered as a public company.

[F27(l)a resolution of the directors passed by virtue of regulation 16(2) of the Uncertificated Securities Regulations 1995 (which allow title to a company's shares to be evidenced and transferred without written instrument); and

(m)a resolution of a company passed by virtue of regulation 16(6) of the Uncertificated Securities Regulations 1995 (which prevents or reverses a resolution of the directors under regulation 16(2) of those Regulations).]

[F28(4A) For the purposes of this Article, references to a member of a company do not include the company itself where it is such a member by virtue only of its holding shares as treasury shares, and accordingly, in such circumstances, the company is not, for those purposes, to be treated as a member of any class of the company's shareholders.]

(5) If a company fails to comply with paragraph (1), the company and every officer of it who is in default is liable to a fine and, for continued contravention, to a daily default fine.

(6) If a company fails to comply with paragraph (2) or (3), the company and every officer of it who is in default is liable to a fine.

(7) For the purposes of paragraphs (5) and (6), a liquidator of a company is deemed an officer of it.]

Resolution passed at adjourned meetingN.I.

389.  F29. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

[F30Written resolutions of private companiesN.I.

Annotations:
Written resolutions of private companiesN.I.

389A.  F31. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Duty to notify auditors of proposed written resolutionN.I.

389B.  F32. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Written resolutions: supplementary provisionsN.I.

389C.  F33. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .]

Records of proceedingsN.I.

Minutes of meetingsN.I.

390.  F34. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Recording of written resolutionsN.I.

390A.  F35. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Recording of decisions by the sole memberN.I.

390B.  F36. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Inspection of minute booksN.I.

391.  F37. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .]