Board meetings: s.173
Every company holds its first board meeting within 30 days of incorporation. After that it needs at least four meetings a year, with no more than 120 days between two consecutive meetings. Secretarial Standard 1 counts the year as the calendar year. An OPC, a small company, a dormant company or a Section 8 company needs only one meeting in each half of the calendar year, with at least 90 days between them. An OPC with a single director is exempt (s.173(5)).
Board meeting notice must be at least seven days, sent to every director at their registered address (s.173(3)). Shorter notice is allowed for urgent business, but at least one independent director must attend if the company has one. If none attends, the decisions must be ratified by at least one independent director.
Quorum
| Meeting | Quorum | Section |
|---|---|---|
| Board | One-third of total strength (fractions rounded up) or two directors, whichever is higher | s.174(1) |
| Members, private company | 2 members personally present | s.103(1)(b) |
| Members, public company, up to 1,000 members | 5 members | s.103(1)(a)(i) |
| Members, public company, 1,001 to 5,000 members | 15 members | s.103(1)(a)(ii) |
| Members, public company, over 5,000 members | 30 members | s.103(1)(a)(iii) |
Directors attending by video conference count towards board quorum. Private companies can set a different member quorum in their articles.
General meetings: s.101
An AGM or EGM needs 21 clear days' notice. Clear days leave out both the day the notice is served and the day of the meeting. Notice sent by post or courier is treated as served 48 hours after posting. Shorter notice for an AGM needs written or electronic consent from at least 95% of the members entitled to vote. For any other general meeting, it needs a majority in number of members entitled to vote who also hold at least 95% of the paid-up voting capital.
A private company can shorten the 21-day period in its articles. The exemption notification of 5 June 2015 allows this.
Common questions
Does the 120-day gap run across calendar years?
Yes. The gap rule is between any two consecutive meetings, so a meeting in late December and the next one in May breaches it even if each calendar year has four meetings.
What are clear days?
Clear days exclude the day the notice is served and the day of the meeting. A meeting on 26 September needs the notice served by 4 September for 21 clear days, or posted by 2 September.
Can a private company hold an AGM at shorter notice?
Yes, with the consent of at least 95% of the members entitled to vote. Its articles can also prescribe a shorter notice period under the 2015 exemption.
Does an interested director count for quorum?
No. A director interested in an item cannot be counted for quorum on that item (s.184(2)), and the meeting still needs the s.174 quorum without that director.