C1Part 13Resolutions and meetings
Chapter 3Resolutions at meetings
Application to class meetings
I1334Application to class meetings
1
The provisions of this Chapter apply (with necessary modifications) in relation to a meeting of holders of a class of shares as they apply in relation to a general meeting.
This is subject to subsections (2) and (3).
2
The following provisions of this Chapter do not apply in relation to a meeting of holders of a class of shares—
a
sections 303 to 305 (members' power to require directors to call general meeting), and
b
section 306 (power of court to order meeting).
3
The following provisions (in addition to those mentioned in subsection (2)) do not apply in relation to a meeting in connection with the variation of rights attached to a class of shares (a “variation of class rights meeting”)—
a
section 318 (quorum), and
b
section 321 (right to demand a poll).
4
The quorum for a variation of class rights meeting is—
a
for a meeting other than an adjourned meeting, two persons present holding at least one-third in nominal value of the issued shares of the class in question (excluding any shares of that class held as treasury shares);
b
for an adjourned meeting, one person present holding shares of the class in question.
5
For the purposes of subsection (4), where a person is present by proxy or proxies, he is treated as holding only the shares in respect of which those proxies are authorised to exercise voting rights.
6
At a variation of class rights meeting, any holder of shares of the class in question present may demand a poll.
7
For the purposes of this section—
a
any amendment of a provision contained in a company's articles for the variation of the rights attached to a class of shares, or the insertion of any such provision into the articles, is itself to be treated as a variation of those rights, and
b
references to the variation of rights attached to a class of shares include references to their abrogation.
I2335Application to class meetings: companies without a share capital
1
The provisions of this Chapter apply (with necessary modifications) in relation to a meeting of a class of members of a company without a share capital as they apply in relation to a general meeting.
This is subject to subsections (2) and (3).
2
The following provisions of this Chapter do not apply in relation to a meeting of a class of members—
a
sections 303 to 305 (members' power to require directors to call general meeting), and
b
section 306 (power of court to order meeting).
3
The following provisions (in addition to those mentioned in subsection (2)) do not apply in relation to a meeting in connection with the variation of the rights of a class of members (a “variation of class rights meeting”)—
a
section 318 (quorum), and
b
section 321 (right to demand a poll).
4
The quorum for a variation of class rights meeting is—
a
for a meeting other than an adjourned meeting, two members of the class present (in person or by proxy) who together represent at least one-third of the voting rights of the class;
b
for an adjourned meeting, one member of the class present (in person or by proxy).
5
At a variation of class rights meeting, any member present (in person or by proxy) may demand a poll.
6
For the purposes of this section—
a
any amendment of a provision contained in a company's articles for the variation of the rights of a class of members, or the insertion of any such provision into the articles, is itself to be treated as a variation of those rights, and
b
references to the variation of rights of a class of members include references to their abrogation.
Pts. 1-39 (except for Pt. 7 and ss. 662-669), 45-47 extended (12.5.2011) by The Companies Act 2006 (Consequential Amendments and Transitional Provisions) Order 2011 (S.I. 2011/1265), art. 5(1), Sch. 1 para. 2