Dec 28, 2015
Calling and Holding AGMs
Laws, Standards and Good Practice
Kevin Prendergast, Head of Advocacy and Assessment, ODCE
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
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
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?
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
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
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
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
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
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
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)
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
Holding the AGM
Chairing the AGM Normally one of the directors (the
Chairman) If no directors wish to chair, members can
elect a Chair
Holding the AGM
Auditors Have a right to attend Do not have to Generally automatically reappointed unless
a motion to change them
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
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
After the AGM
Financial Statements Approved financial statements filed with the
CRO Within 28 days of ARD
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
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