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.
(0 reviews)
Last updated December 19, 2024
Under 10 minutes
Suitable for Australia
Written by
Edwin Montoya Zorrilla
Reviewed by
Damin Murdock
Document Overview
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.
The Legal Risk Score of a Directors' Resolution to Call a General Meeting (including AGM) (Circulating Resolution) Template
Our legal team have marked this document as low risk considering:
- There is a risk that the resolution might not capture all necessary details or meet specific legal requirements, as it relies heavily on the attached notice whose content is not specified within the document.
- The directive to update the Australian Securities and Investment Commission (ASIC) and undertake any consequential actions may introduce uncertainties, as the scope of "any other thing or consequential action" is broad and undefined.
- The effectiveness of the resolution relies on the assumption that all officeholders entitled to vote are in agreement, which might not account for dissent or differing opinions among officeholders.
Directors' Resolution to Call a General Meeting (including AGM) (Circulating Resolution) Checklist
Complete your free Directors' Resolution to Call a General Meeting (including AGM) (Circulating Resolution) with our checklist
Verify Resolution Agreement
Ensure that all officeholders entitled to vote have confirmed their agreement to the resolution as documented.
Distribute the Notice
The secretary should sign and distribute the notice of the general meeting to all shareholders as directed in the resolution.
Update Regulatory Information
Update the Australian Securities and Investment Commission with the changes contemplated by this resolution to ensure compliance with regulatory requirements.
Conduct Follow-up Actions
Carry out any other necessary or desirable actions to give full effect to the resolutions passed, as mentioned in the document.
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