Articles1 Apr 2020 16:16
The articles do not allow a General Meeting to be called at short notice unless 95% of the voting rights are in agreement, I therefore assume that unless those votes can be proven, the General Meeting was not called correctly and therefore any business undertaken at the meeting cannot be lawful. Would this be a correct assumption?
Length and Form of Notice
An annual general meeting shall be called by at least 21 clear days’ notice. All other general
meetings shall be called by at least 14 clear days’ notice. In each case, notice shall be given to
such Members as are, under the Articles, or the terms of issue of shares, entitled to receive
such notices from the Company and to the Directors and the Auditors. Every notice of meeting
shall specify whether the meeting is an annual general meeting or a general meeting, the
place, date and time of the meeting and in the case of a general meeting, the general nature of
the business to be dealt with at the meeting. Any notice shall include, with reasonable
prominence, the rights of the Members under the Statutes to appoint one or more proxies.
53 Meeting Called on Short Notice
A meeting, although called by shorter notice than that specified in the preceding Article, is
deemed to be duly called if it is so agreed:
53.1 in the case of an annual general meeting, by all the Members entitled to attend and vote at the
meeting; and
53.2 in the case of any other meeting, by a majority in number of the Members having a right to
attend and vote at the meeting, being a majority together holding not less than 95 per cent in
nominal value of the shares giving a right to attend and vote at the meeting.