Consent to Short Notice

A notice of a general meeting must specify the date, time and place of the meeting, and the general nature of the business to be dealt with. The period of notice for a general meeting or an annual general meeting will be the usual statutory 14 days' notice unless the articles impose a longer period.

Note: In the case of many companies, their articles were drafted when AGMs were a statutory obligation and the provisions will therefore demand 21 clear days' notice for an AGM.

'Clear Days' means that the day on which the notice is received or deemed received by the member and the day of the meeting itself are not counted in the calculation.

Notwithstanding, shorter notice will be valid if it is agreed by the necessary majority of members. The rule is that the majority in number of the members who have the right to attend and vote at the meeting who together hold not less than 90% in nominal value of shares with the right to attend and vote at that meeting must give their consent. It is possible for the company's articles to require a higher percentage, provided that it does not exceed 95%.

In the case of a company limited by guarantee, the members in question must together represent not less than 90% of the total voting right at that meeting of all the members. Again this can be altered by the articles to a higher percentage not exceeding 95%.