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In addition to specific rights and obligations contained in a company's constitution members have statutory rights and obligations imposed by the Companies Act 2014.
The Companies Act 2014 distinguished between two types of General Meetings:
The Annual General Meeting is an important date in a company’s corporate calendar. Irish limited companies are required to hold an annual general meeting each year and there should be no more than 15 months between the date of one annual general meeting of and that of the next.
The AGM is an opportunity for the shareholders to receive an update on the performance of the company, to ask questions of its directors and to vote on proposed resolutions.
All general meetings, other than an AGM, are deemed to be Extraordinary General Meetings.
They are convened for the consideration of matters that fall outside the scope of “ordinary” business decisions. Such business falls outside the powers of directors of the company to make on their own and requires shareholder involvement. These matters are typically resolved by votes cast by members at physically attended general meetings.
The statutory minimum notice of general meetings is:
The notice of the meeting should specify:
Under irish company law there is a statutory obligation to notify:
No business shall be transacted at any general meeting of the company unless a quorum of members is present at the time when the meeting starts. Unless the company’s constitution provides otherwise, Irish company law considers two members of the Company present in person or by proxy at a general meeting to be a quorum. In the case of a single-member Company, one member of the Company present in person or by proxy at a general meeting of it shall be a quorum.
Signed written resolutions are a practical alternative mechanism to the physical holding of general meetings.
These resolutions are “as valid and effective for all purposes as if the resolution had been passed at a general meeting of the company duly convened and held”.
The Companies Act 2014 makes reference to two types of written resolutions:
It is important that the officers and members of a company understand the procedures of valid written resolutions. Failure to follow administrative procedures, required by the Companies Act, may invalidate the written resolution.
A unanimous written resolution is deemed to have been passed at a meeting held on the date on which it was signed by the last member to sign.
All members who would be entitled to attend and vote on the resolution must have been circulated the proposed text of the resolution and an explanation of its main purpose.
Written Resolutions, whether unanimous or majority, cannot be used for resolutions that:
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