Definitions
Ordinary Resolution
Resolution adopted with the support of at least 50% of the voting rights exercised at the meeting on the resolution. (% can be changed by MOI)
True of False: Directors are obligated to convene a meeting where they receive a demand signed by the required % of shareholders who hold voting rights for the matter to be considered.
True.
When may a meeting be postponed or adjourned for a week?
Within one hour of the time the meeting is to start a quorum is not present.
What is the default percentage of voting rights that constitutes a quorum
25% (can be changed by MOI)
Securities
Shares, debentures and other instruments irrespective of their form/title, issued or authorized to be issued by a profit company.
What remedy is available to shareholders where directors refuse to convene a meeting despite being served with a demand.
Section 61(12): if a company fails to convene a meeting upon shareholders' demand, a shareholder has the right to apply to court for an order compelling the company to convene a meeting, specifying the date and any terms the court deems appropriate in the circumstances
In what circumstances can a chairperson extend the one-hour waiting period for a quorum.
Chairperson of the meeting may extend the one-hour period in exceptional cases e.g bad weather, transport, etc
What percentage of voting rights is required to sign a demand by the shareholders for a meeting?
10% (MOI can specify lower amount)
Shareholders' Meeting
A meeting of the holders of a company's issued securities who are entitled to exercise voting rights in relation to that matter.
The directors of a public company/non-profit must provide notice of convening to its shareholders within how many days of the day of the meeting?
15 days. Can be increased by MOI
Define a deemed quorum in cases of postponed/adjourned meetings.
When the quorum is not present at the postponed or adjourned meeting, members who are present will be deemed to constitute the quorum (unless the MOI states otherwise)
John can't attend a shareholder meeting, however, he would still like to vote on certain matters and would like to air his views. What can John do in order to achieve this.
Appoint a proxy.
Quorum
The minimum number of qualifying individuals required to conduct valid business at either a general meeting of the shareholders or a meeting of the BOD.
Give one way a meeting that has been held with notice can proceed.
persons who are entitled to exercise voting rights in respect of each item on the agenda of the meeting—
acknowledge receipt, present at meeting; waive notice; material defect = ratify defective notice.
A meeting that has been adjourned must take place within how many days of the record date or date that is 60 days after the date on which the adjournment occurred.
120 days
What is a record date
The date on which a company determines the identity of its shareholders and their shareholdings.