RE: DONT LOOK UP DUFFERS31 Jan 2023 10:57
302Directors' power to call general meetings
The directors of a company may call a general meeting of the company.
303Members' power to require directors to call general meeting
(1)The members of a company may require the directors to call a general meeting of the company.
(2)The directors are required to call a general meeting once the company has received requests to do so from—
(a)members representing at least the required percentage of such of the paid-up capital of the company as carries the right of voting at general meetings of the company (excluding any paid-up capital held as treasury shares); or
(b)in the case of a company not having a share capital, members who represent at least the required percentage of the total voting rights of all the members having a right to vote at general meetings.
(3)The required percentage is 10% unless, in the case of a private company, more than twelve months has elapsed since the end of the last general meeting—
(a)called in pursuance of a requirement under this section, or
(b)in relation to which any members of the company had (by virtue of an enactment, the company’s articles or otherwise) rights with respect to the circulation of a resolution no less extensive than they would have had if the meeting had been so called at their request,
in which case the required percentage is 5%.
(4)A request—
(a)must state the general nature of the business to be dealt with at the meeting, and
(b)may include the text of a resolution that may properly be moved and is intended to be moved at the meeting.
(5)A resolution may properly be moved at a meeting unless—
(a)it would, if passed, be ineffective (whether by reason of inconsistency with any enactment or the company’s constitution or otherwise),
(b)it is defamatory of any person, or
(c)it is frivolous or vexatious.
(6)A request—
(a)may be in hard copy form or in electronic form, and
(b)must be authenticated by the person or persons making it.
304Directors' duty to call meetings required by members
(1)Directors required under section 303 to call a general meeting of the company must call a meeting—
(a)within 21 days from the date on which they become subject to the requirement, and
(b)to be held on a date not more than 28 days after the date of the notice convening the meeting.
(2)If the requests received by the company identify a resolution intended to be moved at the meeting, the notice of the meeting must include notice of the resolution.
(3)The business that may be dealt with at the meeting includes a resolution of which notice is given in accordance with this section.
(4)If the resolution is to be proposed as a special resolution, the directors are treated as not having duly called the meeting if they do not give the required notice of the resolution in accordance with section 283.
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