Controlling meetings of your private company
Control of meetings is important to both shareholders and directors (and more so if someone is both) because it is at them that decisions that affect the direction of the company, and its future value take place.
The law aims to ensure that decision making is done formally and transparently. If your company articles of association remain silent on the matter, then it is the statutory provisions - Part 13 of the Companies Act 2006 that set down the procedures for meetings.
Decisions are made (technically, motions are passed to become resolutions) based on superior voting numbers. However, often overlooked is the “soft power” within the management of the meeting (although in theory, this should be disclosed).
Soft power often allows you to take control or prevent someone else from taking control.
Types of company meetings
A company meeting may be of directors (referred to commonly as a board meeting), or between shareholders.
A meeting of the shareholders is always a general meeting. There are three variations.
An annual general meeting (AGM)
A company is no longer required to hold an AGM by law. Most companies do - even small ones - because it is administratively convenient to call everyone together once a year and deal with all business at the same time.
Shareholders therefore tend to use an AGM at least to present the annual accounts and appoint or re-appoint directors. What else you cover is entirely up to you.
An extraordinary general meeting (EGM)
In this situation, the word "extraordinary" means “other than ordinary”. It does not mean extraordinary in the sense of “amazing”.
An EGM is usually called at any time, for a specific purpose. The purpose could be absolutely anything.
A special general meeting
This name is sometimes used to describe an extraordinary general meeting at which one or more special resolutions are put to the vote.
A special resolution does have a special meaning under the Act, namely a resolution which can be adopted only if a specific percentage of shares are voted to approve it. That covers a small number of statutory provisions for 75% and also any other proposals where the articles of association require more than a bare majority, such as reducing the share capital of the company or changing the company's name.
None of these variations has any legal meaning or special standing - but what takes place at a meeting does.
Managing your meeting
The following points are relevant to both a directors meeting and a general meeting. They are not matters of law, but of practical experience.
Be the person to call the meeting
If you take ownership of the meeting before it even starts, your voice at it will be much more influential.
If you take charge of the agenda, you can control what is on it
Even if you don't call the meeting, get into a position where you have as much control as possible over the agenda. This is not simply a question of getting your item onto it, but of getting the words exactly right too.
In formulating the words of a proposition, start with an acceptable and irrefutable fact. If people accept that, as they will, they are more likely to accept the conclusions you draw from it. Example: “We all know that global warming is destroying our planet and presenting terrible problems for our children. Well, there is a way we can help right now. All we need to do is . . .[your proposition].”
Word your resolution is a way that demands immediate commitment that cannot later be undone. It is far harder for an objector to reverse a resolution at a later meeting if money has been spent or third parties involved.
Arrange the seating for the meeting carefully
The most influential place to sit is at the middle of a long side of a table, from where you can turn your head as you speak to make each person feel that you are speaking to him or her, but without the embarrassment of excessive eye contact.
Don't accept amendments
If you feel you may not quite make it, do not call for a vote, and don't compromise with amendments to your carefully worded proposition.
Instead, call for an adjournment on the decision until the next meeting. That keeps your proposition on the table and gives you an opportunity to provide more information or talk privately to the doubters.
Review your articles of association
If you are a shareholder, you are likely to want to change your company articles of association so that decisions on matters important to you are more likely to be made in your favour. For example, you might change the basis on which decisions on a certain matter are made, or who can vote on a matter.
You can tinker with the detail, but by far the easiest solution for changing them is to adopt a new set of articles. Net Lawman provides a number of versions for different types of company that are based on the Companies Act model version, but which have been greatly changed to reflect how most companies operate and that come with drafting notes to explain every point.
Please note that the information provided on this page:
- Does not provide a complete or authoritative statement of the law;
- Does not constitute legal advice by Net Lawman;
- Does not create a contractual relationship;
- Does not form part of any other advice, whether paid or free.
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