Companys articles - meetings and resolutions, Business Law and Ethics

Companys articles - meetings and resolutions:

The company's articles cannot deprive the members of the right to requisition a meeting under S.132 because the section requires the directors to proceed to convene a meeting on requisition "notwithstanding anything" in the company's  articles.  However, the section is defective in the sense that, although the directors are required to convene the meeting, they need not hold it within any particular limit of time.  They may therefore defeat the purposes of the section by calling the meeting for a date, say, six months ahead, provided they do so within the 21 day period.  In the event of their doing so the requisitionists cannot convene another meeting, as illustrated by Re: Windward Islands Enterprises (U.K) Ltd (1982).  The Jenkins Committee recommended that the requisitionists should be empowered to call the meeting themselves if the directors call the meeting to be held later than 28 days after the notice convening it was sent out.  The company's articles may also contain such a provision although the current Table A lacks one.

Section 135(1) provides that, if for any reason it is impracticable to call  or conduct  a meeting of a company in accordance with the articles or the Act, the court may, either of its own motion or on application by any director or any member entitled to voted at the meeting, order a meeting to be called, held and conducted in such manner as the court thinks fit.  Where the court makes an order, it may give such ancillary or consequential directions as it thinks expedient counting a direction that one member of the company present in person or by proxy shall be deemed to constitute a meeting.  The power of the court in this regard is illustrated by Re: El Sombrero Ltd (88).

Posted Date: 1/12/2013 5:27:57 AM | Location : United States

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