Convening Meetings

Companies are generally required to hold an annual general meeting (AGM) each year, with a maximum gap of 15 months between meetings. Exceptions include situations where all shareholders agree in writing to acknowledge receipt of financial statements, resolve matters usually addressed at the AGM, and confirm no changes to the auditor. Failure to hold an AGM allows the ODCE to order a meeting or impose penalties.

Shareholders can convene an extraordinary general meeting (EGM) if directors fail to act. This right typically applies to members holding at least 10% of the voting shares. If directors ignore a requisition, shareholders may organise the meeting themselves, recover reasonable costs, and enforce compliance.

Courts can order meetings if it is impractical for directors or members to convene one. Applications may be made by directors, members, or legal representatives of deceased or bankrupt members.

Notice of meetings, typically 21 days for AGMs and 7 days for EGMs, must be provided to all relevant parties, including members and auditors. Special resolutions require 21 days’ notice. Notices must specify details like time, location, and business, ensuring members are informed adequately.

A quorum, usually two members, is required for valid proceedings. If absent, meetings may adjourn or dissolve, as per the company’s constitution.

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