by Goldbug  01/02/2014  260 Page Views
1 Comments  Commercial law, litigation, contracts, IP, property law
Two Directors (out of 3) want to call/convene a "General Meeting" of Shareholders for a proper purpose (s249Q) to pass only Ordinary Resolution(s) (not Special Resolutions).

* Proprietary company (Pty Ltd)
* Replaceable rules under s135 and Part 2B.4 do not apply to this Company, as stated in the Constitution.
* Constitution states that all meetings except for an "Annual General Meeting" (AGM) are called Extraordinary General Meeting (EGM).
* Any Director may call/convene an EGM.

The proposed meeting is only a normal General Meeting of Members (although is called an EGM in the Constitution) to pass an "Ordinary Resolution".

The Constitution States:
* ALL resolutions shall be Special that is to be transacted at an EGM and AGM
* The general minimum notice of 21 days is only required for Special Resolutions
* Any Director may convene an EGM in accordance with the Corporations Act
* The proposed resolution is an "Ordinary Resolution" as defined in the Constitution

Can the Director(s) call a meeting of Shareholders with shorter notice than 21 days for passing Ordinary Resolutions?

The Corporations Act s249H states that at least 21 days notice is required to hold a meeting, however, although it appears this ONLY applies to Special Resolutions, not Ordinary Resolutions?

Passing of Ordinary Resolutions only requires simple majority (>50%) of the votes to pass (refer to above link) and Ordinary Resolutions are not specifically defined in the Corporations Act - which also confirms that s249H only applies to Special Resolutions (which requires another form to be lodged to ASIC).

Any help on this would be appreciated.