1. Meetings and resolutions
CHAPTER 12
Meetings and
resolutions
2018/6/10

2. 1 The importance of meetings
The decision of a general meeting is only valid and binding if the meeting is properly convened by notice and if the business of the meeting is fairly and properly conducted. Most of the rules on company meetings are concerned with the issue of notices and the casting of votes at meetings to carry resolutions of specified types.股东大会须正确地召集和举行，会议进程须合法；相关规则主要集中于通知以及投票的规定。

3. 1.1 Control over directors
(a) Under normal procedure one half of the directors retire at each annual general meeting though they may offer themselves for re-election. The company may remove directors from office by ordinary resolution（普通决议）: s 168.
(b) Member approval in general meeting is required if the directors wish to:
(i) Exceed their delegated power or to use it for other than its given purpose
(ii) Allot shares (unless private company with one class of shares)
(iii) Make a substantial contract of sale or purchase with a director
(iv) Grant a director a long-service agreement
(c) The appointment and removal of auditors is normally done in general meeting.

4. 2 Board meetings 2.1 Introduction 1.2 Resolution of differences
股东大会也是解决股东分歧的方式
2 Board meetings
2.1 Introduction
One of the basic principles of company law is that the powers which are delegated to the directors under the articles are given to them as a collective body集体. The board meeting is the proper place for the exercise of those powers.
The directors can unanimously assent on issues without meeting by a 'signed resolution procedure' . Any resolution signed by all the directors entitled to attend a board meeting will be valid, as if it had been decided at a board meeting.

5. 2.3 Quorum for a board meeting 举行董事会的法定人数
2.2 Content of the notice
Notice of the business, in the form of an agenda, is usually given.
2.3 Quorum for a board meeting 举行董事会的法定人数
‘The quorum for directors meetings may be fixed from time to time by a decision of directors and unless otherwise fixed shall be two.’ 法定人数在每个公司章程记载，除非有例外，至少2名董事亲自出席
Note also that on each item of business, any director who is disqualified from voting by having a personal interest may have to be excluded in reckoning the quorum for that item.

6. 2.4 The chairman
The directors of a company may appoint one of their number to be chairman of the board of directors, and may at any time remove the chairman of the board from his office.
The chairman is responsible for:
Ensuring that the functions of the board are carried out
Ensuring that the meeting proceeds in an efficient manner, without unnecessary or irrelevant discussion, and with a reasonable cross-section of views being heard
Providing an agenda for the board meetings (and any necessary documentation, although the secretary would handle the paperwork)

7. 2.5 Agenda for a board meeting
The agenda will vary according to the type and formality of the meeting and the particular business to be discussed
A typical agenda might include the following.
Membership
Apologies for absence
Minutes of the last meeting
Matters arising from the minutes
Business of the present meeting, presentation of reports, resolutions etc.
Any other business
Date of the next meeting

8. 2.6 Conduct of board meetings
(a) The discussion should follow the sequence of the agenda, and be confined at each stage to the item currently under discussion每一事项须讨论.
(b) Although it is not usually necessary to take a vote, the chairman should sum up ‘the sense of the meeting’（会议的意义）, so that a suitably worded decision or conclusion may be formulated for inclusion in the minutes.
(c) If a vote does appear to be necessary, it will be along the lines of a show of hands or voice vote. The usual procedure is to ‘go round the table’ inviting each member of the board to declare his vote for or against（挨个投票）. If any member abstains, perhaps because a personal interest does not allow him to vote, this should be noted and recorded.
(d) Each member of the board, including the chairman, has one vote一人一票. The articles may provide otherwise, say by weighted voting or a veto given to a particular director. The chairman may also be given a casting vote（决定票）, with which to resolve a tied issue. 并不是按股权比例投票

9. 2.7 Sole director（1个董事） and board meetings
In Re Neptune Vehicle Washing Equipment Ltd 1995 it was held that a sole director could hold a meeting with a company secretary or by himself. Even if holding a meeting alone a director had to make and minute a declaration of interests in contracts, pausing for thought over potential conflicts of interest.

10. 3 General meetings 3.1 Annual general meeting (AGM)
The AGM plays a major role in the life of a public company although often the business carried out seems fairly routine. It is a statutorily protected way for members to have a regular assessment and discussion of their company and its management.
Private companies are not required to have an AGM each year and therefore their business is usually conducted through written resolutions. However, members holding sufficient shares or votes can request a general meeting or written resolution.
一般由公司董事会召集年度股东大会；私人公司没有法定义务召开年度股东大会，可以通过书面决议的方式来表决。公众公司必须召开。

11. The business of an annual general meeting usually includes:
• Considering the accounts
• Receiving the directors’ report, the directors’ remuneration report and the auditors’ report
• Dividends
• Electing directors
• Appointing auditors

12. 3.2 General meetings at other times临时股东大会
Who can convene a general meeting？
3.2.1 Directors
The directors may have power under the articles to convene a general meeting whenever they see fit.
3.2.2 Members
The directors of public and private companies may be required to convene a general meeting by requisition of the members: s 303.

13. 3.2.3 Court order
The court, on the application of a director or a member entitled to vote, may order that a meeting shall be held and may give instructions for that purpose including fixing a quorum of one: s 306.
This is a method of last resort to resolve a deadlock such as the refusal of one member out of two to attend (and provide a quorum) at a general meeting.
一旦临时股东大会难以召开（如有股东拒绝出席并达不到法定人数），则可请求法院强制召开。解决僵局的最后一个方法.

14. 3.2.5 Loss of capital by public company
3.2.4 Auditor requisition
An auditor who gives a statement of circumstances for their resignation or other loss of office in their written notice may also requisition a meeting to receive and consider their explanation: s 518.
特殊情况下审计师也可要求召开。
3.2.5 Loss of capital by public company
The directors of a public company must convene a general meeting if the net assets fall to half or less of the amount of its called-up share capital: s 656.
一旦公众公司的净资产严重下降，则董事必须召集，商讨应对措施。

15. 4 Types of resolution 决议类型
Ordinary (s 282)普通决议
For most business
Requires simple (50%+) majority of the votes cast
Special (s 283)特别决议
For major changes
• A change of name
• Restriction of the objects or other alteration of the articles
• Reduction of share capital
• Winding up the company
• Presenting a petition by the company for an order for a compulsory winding up
Requires 75% majority of the votes cast

16. 4.1 Differences between ordinary and special resolutions
(a) The text of special resolutions must be set out in full in the notice convening the meeting, and it must be described as a special resolution. This is not necessary for an ordinary resolution if it is routine business.
(b) A signed copy of every special resolution must be delivered to the Registrar for filing within 15 days of being passed. Some ordinary resolutions, particularly those relating to share capital, have to be delivered for filing but many do not.

17. 4.3Written (for private companies)书面决议
Can be used for all general meeting resolutions except for removing a director or auditor before their term of office expires. Either a simple (50%+) or 75% majority is required depending on the business being passed.
怎样认定50%或75%？是以参加投票的股东（而不是全体股东）的表决权（voting rights）为准；S281，282，283
About written resolution, 针对所有有投票权的股东来判断50%或75%；

18. S282 Ordinary resolutions
(1) A written resolution is passed by a simple majority if it is passed by members representing a simple majority of the total voting rights of eligible members
S283 Special resolutions
(1) A written resolution is passed by a majority of not less than 75% if it is passed by members representing not less than 75% of the total voting rights of eligible members

19. 7 Class meetings 7.1 Types of class meeting
(a) If the company has more than one class of share it may be necessary to call a meeting of the holders of one class, to approve a proposed variation of the rights attached to their shares.
(b) Under a compromise or arrangements with creditors (s 895), the holders of shares of the same class may nonetheless be divided into separate classes if the scheme proposed will affect each group differently.

20. 7.2 Quorum for a class meeting
The standard general meeting rules, on issuing notices and on voting, apply to a class meeting.
However the quorum for a class meeting is fixed at two persons who hold, or represent by proxy, at least one third in nominal value of the issued shares of the class (unless the class only consists of a single member).
If no quorum is present, the meeting is adjourned (under the standard adjournment procedure for general meetings). When the meeting resumes, the quorum is one person (who must still hold at least one third of the shares).特定种类的股东召开的会议（特定阶层股东的单独会议），其程序适用全体股东会议的做法，但对参加会议的法定人数有特别要求，须达到一定的持股比例。

21. 8 Single member private companies
There are special rules for private companies with only one shareholder.
Filing requirements still apply, for example, in the case of alteration of articles.
Written resolutions cannot be used to remove a director or auditor from office as these resolutions require special notice.