Exploring Types of Meetings in a Company: Board vs. General Meetings

As a company, it is critical to understand and identify the different types of meetings. This promotes compliance with the laws on company decision-making and proper management. This article will distinguish the purpose of different kinds of meetings, how to call the meetings and what/how decisions are made.

(Board meetings are less subject to statutory requirements, so the following can be subject to difference if specified in a company’s Articles of Association)

	Board meetings	General meetings (GMs)
Purpose	For meetings of the board of directors, to make decisions for the overall running of the company.  To discuss and vote on resolutions that do not have unanimous support. (Written resolutions can be utilised with unanimous decisions, this option is only available for private limited companies.)	Invite shareholders to exercise their voting rights on issues or resolutions. Especially if a firm has several shareholders who do not engage with the business regularly.
Participants	Directors and company secretary (Professional advisors are permitted)	Shareholders (Directors and auditors permitted, but can only vote if they hold voting shares)
Calling a meeting
Who can call a meeting	Any director or authorised secretary.	Called by directors, or i.   Shareholders, owning 5% of paid-up shares can request the directors to call one within 28 days, if failed to so they themes can call one and request compensation for expenses. ii.  The court, if directors refuse to call one. iii. Auditors, about their resignation to explain the circumstances of resignation.
What is required when calling a meeting?	Notice Reasonable advanced warning i. Reasonable chance for all directors to make it (If everyone is present then at a moment’s notice) ii.  Preferably fulfilling the usual notice period iii. Can be given orally Scheduled Can be scheduled on a weekly or monthly basis, if so, notice is not required. Notice content i.   Date, Time and Place of meeting ii. Form of participants (e.g. in person, over zoom on a phone call)	Notice 14 days in advance (excluding the day of the meeting) including weekends and bank holidays + 48 hours if given via ii. or iii. i.   Hard copy handed over personally ii. By post or e-mail iii. On the company website  Notice content iii. Date, Time and Place of meeting iv. Purpose of meeting v.  Any proposed resolutions vi. Right to appoint a proxy (if reasonably necessary) vii.  Full text of any special resolution proposed Short notice Allowed in certain circumstances, and if the majority of shareholders agree, who together represent min. 90% of voting shares.
Decisions
Authority	Board Resolutions The company's objectives are set, as well as the means of achieving those objectives and monitoring performance. Boards require a record of what went on during the board meeting for any purpose.	Ordinary Resolutions or Special Resolutions i.       A director is appointed or removed. ii.     Changing the articles of association iii.   Modifications to the shareholders' agreement iv.    Changing the share structure (issuing more shares or creating new classes of shares) v.     Approval of director loans vi.    Approving service contracts for directors vii.  Increasing or decreasing the authority of directors viii. Choosing or dismissing an auditor ix.    Changing the organisational structure of the company x.     Approval of a share transfer proposed by a director
People required to make a vote	Quorum A minimum of 2 people throughout the meeting are needed for resolutions to be passed. But should be specified in company articles (and subject to change through special resolution).
	Chairperson The directors appoint and may terminate at any time. i. If the chairperson does not participate within ten minutes of the meeting beginning, the participating directors must pick one of themselves to chair it.	Chairperson Usually same as appointed for Board meetings. If not specified in company articles, they can be elected through ordinary resolution and be subject to a proxy.
Voting	Must be a majority decision at a meeting. i. The chairman has a casting vote if the number of votes cast in favour and against a resolution is equal. (Will depend on company articles)	When an ordinary resolution is required,  more than 50% in favour should be obtained, also known as a simple majority. When a special resolution is required, more than 75% majority vote should be obtained.
How are votes taken?	Show of hands or oral assent.	Show of hand Shareholders ordinarily vote through a show of hands Poll voting Vote weighted on shareholder share percentage. The chairperson, directors, two shareholders, or a shareholder with more than 10% of the voting shares may request  this voting process.

Further Clarifications

Annual General Meetings (AGMs)

Invite shareholders to exercise their voting rights

Annually required for Traded Companies and Companies founded before 2006.

Resolution types

All resolutions should be retained for a minimum of ten years in the company's statutory register.

-   Special resolution (SR)

-   Ordinary resolution (OR)

-   Board Resolutions

-   Written Board Resolutions

Copies of all special resolutions should be submitted to Companies House within 15 days and distributed to all shareholders.

Chairholder meeting tasks

To maintain order, assess whether a quorum is present, go over the agenda item by item, and approve suggested amendments to an ordinary resolution.  Furthermore, to declare whether a resolution has been passed.

Minutes of a meeting

Content

The minutes are not verbatim, but rather an outline of what occurred at the meeting, including any decisions made and any further action to be done. The articles may include additional provisions concerning the minutes.

Submitted and access

Minutes of all GM and BM proceedings should be submitted to Companies House within 15 days and distributed to all shareholders. They must be maintained for at least 10 years at the company's registered office or SAIL, or every officer of the company in default commits an offence and is punishable by fines. The minutes are available for a free inspection by shareholders, who may request a copy for a nominal copying cost.

Author: Andrea Ann Larsen -

Author: Andrea Ann Larsen -

In partnership with:

DISCLAIMER

This article has been written by law students for the sole purpose of providing informative insight. The information in this article is intended for educational purposes only and does not constitute legal advice, nor should the information be used for the purpose of advising clients. You should seek independent legal advice before relying on any of the information provided in this article.

Sources:

Companies Act 2006

Company Law Club, ‘Company Law Club // Board Meetings’ (www.companylawclub.co.uk) <https://www.companylawclub.co.uk/board-meetings>

Hoy T, ‘Best Practices for Writing a Board Resolution’ (BoardEffect7 March 2023) <https://www.boardeffect.com/blog/everything-need-know-board-resolutions/> accessed 15 March 2023

Quality Company Formations, ‘About Company Meetings & Resolutions | Quality Company Formations’ (Quality Company Formations2019) <https://www.qualitycompanyformations.co.uk/meetings-and-resolutions/>