2011年ACCA公司法和商法F4(双语)讲义：第二十章
20 Meetings and resolutions 1 Introduction1.1 All companies will have both directors and members (in some companies these will be the same person(s)).
1.2 The function of directors is to manage the company – their exact powers will be contained in the Articles. As a general rule directors act collectively through the board. Directors make day to day management decisions at board meetings.
1.3 Statute specifies a number of situations when the members’ approval must be obtained. This is done by passing resolutions at general meetings. The procedure is governed by the Articles.
2 Procedure re board meetings
2.1 Notice
(a) Any director (under Table A) can call a Board Meeting, reasonable notice must be given but not to those directors outside the UK or whose whereabouts is unknown.
(b) The usual quorum is two – but this can be changed.
(c) The Board can appoint a chairman who may have a casting vote if there is stalemate.
(d) There are restrictions on director's counting as part of the quorum and voting where they have an interest in the decision.
3 Procedure re members meetings
Directors’ duties
3.1 Directors call meetings and set the agenda. They must call an Annual General Meeting ‘AGM’ every year, but they can call an Extraordinary General Meeting ‘EGM' whenever the need arises.
Types of MeetingNoticePurpose
Annual21 clear daysRoutine business eg. Appointment of auditors;
retirement and reappointment of directors
Extraordinary14 clear daysIssues arising from the ongoing life of the company
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