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Greetings Tutor, I hope you are doing well.
a) Can you please tell me what is meant by a Special Notice ?
Similar to a Special Notice is there also any “Ordinary Notice” and if this is the case how are these 2 Notices different?b) As per the study text of BPP “A member may request a resolution to be passed at a particular meeting. In this case, the member must give special notice of their intention to the company at least 28 days before the date of the meeting”.
Based upon this, would a Special Notice be still required in case a General Meeting has been convened based upon the Member Requisition for the purpose of Removal of Director or an Auditor which requires a Special Notice?
Your post could be misleading to anyone reading it, particularly the second paragraph.
When I read it it could be interpreted that any member wishing to propose a resolution needs to give special notice to the company ….
Special notice is required in only 6 specific instances and not, as your post would suggest, whenever a member wishes to propose a resolution.
You ask about ‘ordinary notice’ The notice requirements for resolutions vary according to the class of resolution being proposed. Special resolutions require that the members should be given 14 days notice that the resolution is to be proposed as a special resolution.
Ordinary resolutions concerning ‘ordinary business’ require no notice BUT it is invariably the case that such a resolution will be proposed within the agenda for the general meeting at which the resolution is to be proposed
For ordinary resolutions that are NOT classed as ordinary business, no fewer than 3 days notice must be given but, again, these resolutions will be included within the agenda circulated to the members notifying them that a meeting is being convened
Ordinary resolutions that require special notice have a dual notice requirement. An outsider member (ie not a member of the board of directors) can ask the company to propose a resolution and must make this request (ie give notice) to the company no less that 28 days before the meeting at which this resolution is to be proposed.
These special notice resolutions relate only to directors (2 resolutions) and auditors (4 resolutions). These are all ordinary resolutions ie they require only a simple majority to be passed
When the company receives this request / notice, the company then must give no later than the next business day notice to the affected director or auditor as the case may be. Within the next following 6 days, the company will then send notice of the resolution to the members so they will have been given not less than 21 days notice of the meeting which will hear this ordinary resolution with special notice
OK?
Thank you Tutor,
One more thing that i wanted to ask was that –In study text it has been mentioned that “a Member can take initiative to requisition certain resolutions be considered at the AGM, provided the notice of same be delivered at least six weeks in advance of an AGM”.
Whereas, in case of certain ordinary resolution requires a Special Notice to be delivered at least 28 days before the date of the meeting.
Now lets imagine, a Member wants to propose a resolution on removal of a Director (who was not set to retire on a Rotational basis) in the upcoming AGM. In such case when would the Special Notice be provided? 28 Days or 6 Weeks (42 Days).
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