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

The directors of Marlow plc believe that a proposed change to the company's articles must be approved urgently, six months before the next annual general meeting is due. Which type of meeting should the directors call to put the resolution to the members?

The directors should call a general meeting of the members, often known as an extraordinary general meeting. Amending the articles is a decision for the members, and a general meeting can be held between annual general meetings when business is urgent. A board meeting lacks the power to amend the articles.

  1. AA class meeting of the holders of the ordinary shares only
  2. BA general meeting (sometimes called an extraordinary general meeting) of the membersCorrect
  3. CA board meeting of the directors, which can amend the articles by itself

Explanation

Any general meeting other than the AGM can be called to pass a resolution when the matter cannot wait. Amending the articles is a matter reserved to the members, so a board meeting cannot do it alone. A class meeting is only for a variation of rights attached to a particular class, which is not described here.

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