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ACCA Applied Skills · Corporate and Business Law (Global) · Company meetings and resolutions

Brindle Co's directors send notice of a general meeting to all members except Ms Okoro, a member entitled to attend, who was accidentally left off the mailing list. She was unaware of the meeting, and a special resolution was passed at it. What is the most likely legal effect?

The resolution is open to challenge. Every member entitled to notice must receive it, and failing to notify one can invalidate the meeting's proceedings. That most members received notice does not cure the defect, and there is no shareholding threshold that excuses omitting a member.

  1. AThe resolution is valid because most members received notice
  2. BThe resolution is open to challenge because failure to give notice to a member entitled to it can invalidate the meeting's proceedingsCorrect
  3. CThe resolution is valid only if Ms Okoro holds fewer than 5% of the shares

Explanation

Every member entitled to receive notice must be given it. Accidental omission may be excused in some legal systems, but the general rule is that failure to notify a member can invalidate the proceedings. Receipt by most members does not cure the defect, and no 5% threshold excuses it.

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