Directors' Resolution to Call a General Meeting (including AGM) (Circulating Resolution)This Resolution may be used by directors to call a general meeting, including an annual general meeting.
Companies rely on meetings to arrive at decisions. A general meeting is a meeting of the company's shareholders, as opposed to a meeting of its directors. Ultimately, the shareholders control the destiny of their companies, as they usually have the right of appointment and removal of directors at general meetings.
Shareholders make decisions broadly on matters outside the area of management of the company. Resolutions of a general meeting directing the board to exercise its powers in a particular way are invalid. The general meeting may also exercise certain corporate powers where the board is incapacitated, such as where the directors have a conflict of interest.
Requirements for passing this Resolution
This resolution does not provide for the details of the meeting to be inserted, but rather refers to a notice of meeting that should be separately tabled at the board meeting. For notice of a general, or annual general meeting, see Notice of General Meeting (including Annual General Meeting). The notice of the proposed meeting must be attached to the resolution.
According to section 249H of the Corporations Act 2001 (Cth) (Act), the shareholders entitled to attend and vote at a general meeting must be provided with at least 21 days’ notice of the upcoming meeting, unless the shareholders agree otherwise. The company’s constitution may specify a longer minimum period.
This resolution can be inserted into:
Where you wish to pass the resolution in a directors' meeting, you must use the documents above. Simply copy and paste the text of the resolution.