Types of resolutions

The most common types of resolutions proposed at company meetings are :

1. Ordinary Resolution (OR)─ requires a simple bare majority (i.e. 50% +1 of votes cast) to be passed. Usual notice required to be provided to members of a proposed ordinary resolution is 14 days.

2. Special Resolution (SR) ─ requires 75% of votes cast. Usual notice requirement is 21 days. (Note that this means therefore that if an SR is being proposed at an EGM then the required notice for the EGM will normally be 21 days rather than 14 days.)

Assignments

I. Memorize the following words and phrases from the text:

ІІ.Continuing to act as lawyer, you are now asked to prepare the documentation required in order to convene the company’s first shareholders’ meeting. Remember that the company requires to achieve two specific objectives in the course of that meeting:

• To appoint David Kent of 4 Kensington Palace Gardens, London, W2 4AJ (date of birth 4^th of April 1969) to the board of directors.

• To change the name of the company from Golden Tours to Premium Tours Limited.

The steps now required are therefore as follows:

Step 1. Call the first shareholders’ meeting

Step 2. Prepare the minutes of the first shareholders’ meeting

Step 3. Prepare post-meeting documentation

III.Complete the following notice of the shareholders meeting (EGM), filling in the blanks by selecting the appropriate words from the list below:.

resolutions, convened, passing, vote, Notice, for the purpose of, member, appointed, special, Premium Tours.

COMPANY NUMBER 3467609

NOTICE OF EXTRAORDINARY GENERAL MEETING

COMPANIES ACT 1985

COMPANY LIMITED BY SHARES

Golden Tours Limited

(‘The Company’)

[1]_______________ is hereby given that an extraordinary general meeting of the Company will be held at 44 Princess Diana Walk, South Kensington, London, W2 3SL, on 15 May 20… at 11.00 a.m. [2]____________ considering and if thought fit [3]____________the following [4]____________ respectively as ordinary and [5]____________resolutions of the Company.

ORDINARY RESOLUTION

1. That David Kent be [6]________a director of the Company.

SPECIAL RESOLUTION

2. That the name of the Company be changed to [7]___________________ Limited

By order of the board

Susan Greenfield

Secretary

Date: 14 April 20….

Registered office: 44 Princess Diana Walk, South Kensington London W2 3SL.

Note: A shareholder entitled to attend and vote at the meeting [8]_______________by the notice set out above is entitled to appoint a proxy to attend and [9]____________ in his place. A proxy need not be a [10]_____________of the Company.