A meeting other than an Annual General Meeting is considered an Extraordinary General Meeting (EGM) and falls under S.177 CA2014 however as with any general meeting the company’s constitution should be reviewed prior for any bespoke provisions in relation to calling these meetings.

Directors and Members have the ability to call EGMs.

Directors may call an EGM when they think fit. If there is not a quorum present for a Directors meeting, any Director can convene an EGM.

Under S.178(1)(2) CA2014, members also have the right to request an EGM. Members holding not less than 50% of paid-up share capital and which have the right to vote at general meetings may convene an EGM unless the Constitution states otherwise. The requisition from the member(s) must state the objects of the meeting, have been signed by the requisitioner and deposited at the company's registered office. The Directors then within 21 days of receipt must convene the meeting.

Similar to an Annual General Meeting (AGM), notice must be sent to those entitled to such notice including;

• Members, 
• Statutory auditor,
• Directors & Secretaries of the company, and
• Personal representatives of deceased members (not required for CLG)

As per S.183/184 CA2014 the notice must include the following;

• Place, date and time of the meeting, 
• The general nature of the business,
• If there is a special resolution the proposed text of resolution S.183/184 CA2014, and
• Proxy entitlements, location and time by which the proxy should be received if applicable.
• Under S.183 & 184 CA2014 proxies must be delivered at least 48 hours before the meeting unless determined otherwise by the constitution. If not, the proxy is deemed to be invalid.

The notice period for an EGM will be determined by what type of resolution is being voted on. If the members are voting on an ordinary resolution, 7 days’ notice is required. Compare this to a special resolution where 21 days’ notice is required. Here notice of a meeting is given by posting it by ordinary prepaid post to the registered address of a member, then, for the purposes of any issue as to whether the correct period of notice for that meeting has been given, the giving of the notice shall be deemed to have been effected on the expiration of 24 hours following posting. In determining whether the correct period of notice has been given by a notice of a meeting, neither the day on which the notice is served nor the day of the meeting for which it is given shall be counted.

If all members and the auditor agree there can be consent to short notice under S.181 CA2014.

On the day of the Extraordinary General Meeting, the attendees meet at the location and time specified on the notice. Note there may be other requirements if the meeting is being held as a hybrid meeting or electronically. Has the quorum of members required been met when the meeting begins? Unless the constitution provides otherwise there should be a minimum of 2 members present. Subject to the constitution stating otherwise, If the quorum is not present within 15 minutes from the start time of the meeting then, the meeting will be adjourned to sometime in the next week at the same location (or such other time or place as the Directors determine). If at the adjourned meeting, the quorum isn’t present within half an hour of the time set, the members present are a quorum.

Hold a vote dealing with the business of the meeting and ensure a count is done in relation to a show of hands. If a poll is carried out - ensure everyone’s voting rights are ascertained and check the results based on the votes and the voting rights of each share class as applicable. An ordinary resolution is passed by a majority of the members with voting rights and a special resolution is to be passed, it requires at least 75% of the votes at the general meeting or if applicable as specified by the constitution or shareholders agreement.

In closing out the EGM;

• have all documents been collected? 
• Have the signed minutes been placed in the company’s minute book?
• If any documentation needed for the CRO have been signed, these should be filed with the CRO by the required person within the time frame.

If you would like to discuss any of the above with a member of our team please contact a member of staff at 0539100000 alternatively please visit our website for further detail.

The contents of this article are meant as a guide only and are not a substitute for professional advice. The authors accept no responsibility for any action taken or refrained from, as a result of the material contained in this document. Specific advice should be obtained before acting or refraining from acting, in connection with the matters dealt with in this article.