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Calling and Holding AGMs Laws, Standards and Good Practice

Calling and Holding AGMs Laws, Standards and Good Practice. Kevin Prendergast, Head of Advocacy and Assessment, ODCE. Overview. Preparation for the AGM Holding the AGM After the AGM Resolving problems. Overview.

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Calling and Holding AGMs Laws, Standards and Good Practice

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  1. Calling and Holding AGMsLaws, Standards and Good Practice Kevin Prendergast, Head of Advocacy and Assessment, ODCE

  2. Overview • Preparation for the AGM • Holding the AGM • After the AGM • Resolving problems

  3. Overview The AGM is the opportunity for the members as a group to meet and hold the board of directors to account The opportunity to change directors/join the board The opportunity to change the Memo and Articles The opportunity to discuss and plan for the future

  4. Overview • Should be run on an as inclusive manner as possible • All should be encouraged to attend • All should be encouraged to participate BUT • Not an excuse to hog limelight or criticise those who volunteer to be on the board • Be constructive

  5. Preparation for the AGM • The AGM must be held at least once every calendar year • Not more than fifteen months apart • Other specific rules may be in Memo and Articles • Location? Time? Date?

  6. Preparation for the AGM Notice • 21 days notice must be given for the AGM • Notice must include audited financial statements if they are to be discussed at the AGM • Any “special business” must be stated in the notice • Ordinary business includes reviewing accounts, and reappointing directors/auditors

  7. Preparation for the AGM Proxies • Anyone attending a meeting has the right to nominate a proxy ( note not legally mandatory for CLG’s, is in standard Articles) • Notice must also include proxy information • Normally must be returned not less than 48 hours before meeting

  8. Preparation for the AGM Changing Directors • Special Business • If members want to change directors, must give “extended notice” • 28 days before meeting at which it is moved • Directors then give all members 21 days notice

  9. Preparation for the AGM Changing Directors • However, just because a member submits notice does not mean meeting will take place • Need directors to agree to hold meeting • Otherwise may have to requisition meeting • Members with 10% of voting rights • Legal advice recommended

  10. Holding the AGM Changing directors • Memo and Articles normally require directors to retire by rotation, every three years. Example worked out in AOMC Handbook • If no AGM, does not mean they are automatically retired

  11. Holding the AGM Changing directors • Directors re-appointed, or not, by simple majority • Can always vote “NO” • Company must have its minimum number of directors (normally two) • Memo and Articles would normally set maximum also

  12. Holding the AGM Votes • Votes taken by show of hands • Majority of those present • Any member can ask for a poll • Then count based on number of votes held (so for example if one person holds ten proxies, they get ten votes)

  13. Holding the AGM Votes • Standard Articles state if a member owes money to the company he cannot vote (Reg 23, Table C) • Only relates to amounts owed on shares for companies with shares (Reg 66, Table A) • Companies may remove or amend this

  14. Holding the AGM Chairing the AGM • Normally one of the directors (the Chairman) • If no directors wish to chair, members can elect a Chair

  15. Holding the AGM Auditors • Have a right to attend • Do not have to • Generally automatically reappointed unless a motion to change them

  16. Holding the AGM The Financial Statements • The financial statements have to be a matter for discussion • They are NOT a matter for approval • Directors have the responsibility and have already approved • Any non-approval by members is symbolic

  17. After the AGM Minutes • Minutes are those of the Chair • May be issued for approval before next AGM • Can also be signed by Chair and deposited with company secretary • All members have right of access to minutes

  18. After the AGM Financial Statements • Approved financial statements filed with the CRO • Within 28 days of ARD

  19. Resolving problems • ODCE does not get involved in corporate governance failings • Invalidating your own meetings is your own affair • Not all breaches of the law are criminal • Criminal matters will be addressed • Failure to hold AGM

  20. Resolving problems • Check out guidance available • ODCE Quick Guide on AGMs • Quick Guide for Residential Property Owners • OMC Handbook • Use networks • Get reputable legal advice

  21. THANK YOU Questions?

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