I am pretty certain that this is standard company law. I remember being at a seminar a couple of years ago and the issue of AGM's came up and a solicitor present outlined the law on the matter as I stated earlier and I remember him finishing off by stating "that is why they are called AGM's"
Anyone going to the CAI AGM?
- Thread starter Brendan Burgess
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Companies Act 1963
131.—(1) Subject to subsection (2), every company shall in each year hold a general meeting as its annual general meeting in addition to any other meetings in that year and shall specify the meeting as such in the notices calling it and not more than 15 months shall elapse between the date of one annual general meeting of a company and that of the next.
(2) So long as a company holds its first annual general meeting within 18 months of its incorporation, it need not hold it in the year of its incorporation or in the following year.
(3) If default is made in holding a meeting of the company in accordance with subsection (1), the Minister may, on the application of any member of the company, call or direct the calling of a general meeting of the company and give such ancillary or consequential directions as the Minister thinks expedient, including directions modifying or supplementing in relation to the calling, holding and conducting of the meeting, the operation of the company's articles, and it is hereby declared that the directions which may be given under this subsection include a direction that one member of the company present in person or by proxy shall be deemed to constitute a meeting.
(4) A general meeting held in pursuance of subsection (3) shall, subject to any directions of the Minister, be deemed to be an annual general meeting of the company but, where a meeting so held is not held in the year in which the default in holding the company's annual general meeting occurred, the meeting so held shall not be treated as the annual general meeting for the year in which it is held unless at that meeting the company resolves that it shall be so treated.
(5) Where a company resolves that a meeting shall be so treated, a copy of the resolution shall, within 15 days after the passing thereof, be forwarded to the registrar of companies and recorded by him.
(6) If default is made in holding a meeting of the company in accordance with subsection (1), or in complying with any direction of the Minister under subsection (3), the company and every officer of the company who is in default shall be liable to a fine not exceeding £100, and if default is made in complying with subsection (5), the company and every officer of the company who is in default shall be liable to a fine not exceeding £20.
131.—(1) Subject to subsection (2), every company shall in each year hold a general meeting as its annual general meeting in addition to any other meetings in that year and shall specify the meeting as such in the notices calling it and not more than 15 months shall elapse between the date of one annual general meeting of a company and that of the next.
(2) So long as a company holds its first annual general meeting within 18 months of its incorporation, it need not hold it in the year of its incorporation or in the following year.
(3) If default is made in holding a meeting of the company in accordance with subsection (1), the Minister may, on the application of any member of the company, call or direct the calling of a general meeting of the company and give such ancillary or consequential directions as the Minister thinks expedient, including directions modifying or supplementing in relation to the calling, holding and conducting of the meeting, the operation of the company's articles, and it is hereby declared that the directions which may be given under this subsection include a direction that one member of the company present in person or by proxy shall be deemed to constitute a meeting.
(4) A general meeting held in pursuance of subsection (3) shall, subject to any directions of the Minister, be deemed to be an annual general meeting of the company but, where a meeting so held is not held in the year in which the default in holding the company's annual general meeting occurred, the meeting so held shall not be treated as the annual general meeting for the year in which it is held unless at that meeting the company resolves that it shall be so treated.
(5) Where a company resolves that a meeting shall be so treated, a copy of the resolution shall, within 15 days after the passing thereof, be forwarded to the registrar of companies and recorded by him.
(6) If default is made in holding a meeting of the company in accordance with subsection (1), or in complying with any direction of the Minister under subsection (3), the company and every officer of the company who is in default shall be liable to a fine not exceeding £100, and if default is made in complying with subsection (5), the company and every officer of the company who is in default shall be liable to a fine not exceeding £20.
Companies Act 1963
148.—(1) The directors of every company shall at some date not later than 18 months after the incorporation of the company and subsequently once at least in every calendar year lay before the annual general meeting of the company a profit and loss account or, in the case of a company not trading for profit, an income and expenditure account for the period, in the case of the first account, since the incorporation of the company, and in any other case, since the preceding account, made up to a date not earlier than the date of the meeting by more than 9 months.
(2) The directors shall cause to be made out in every calendar year and to be laid before the annual general meeting of the company a balance sheet as at the date to which the profit and loss account or the income and expenditure account, as the case may be, is made up.
(3) If any person being a director of a company fails to take all reasonable steps to comply with the provisions of this section, he shall, in respect of each offence, be liable on summary conviction to imprisonment for a term not exceeding 6 months or to a fine not exceeding £100 or to both, so, however, that—
(a) in any proceedings against a person in respect of an offence under this section, it shall be a defence to prove that he had reasonable ground to believe and did believe that a competent and reliable person was charged with the duty of seeing that this section was complied with and was in a position to discharge that duty; and
(b) a person shall not be sentenced to imprisonment for such an offence unless, in the opinion of the court dealing with the case, the offence was committed wilfully.
148.—(1) The directors of every company shall at some date not later than 18 months after the incorporation of the company and subsequently once at least in every calendar year lay before the annual general meeting of the company a profit and loss account or, in the case of a company not trading for profit, an income and expenditure account for the period, in the case of the first account, since the incorporation of the company, and in any other case, since the preceding account, made up to a date not earlier than the date of the meeting by more than 9 months.
(2) The directors shall cause to be made out in every calendar year and to be laid before the annual general meeting of the company a balance sheet as at the date to which the profit and loss account or the income and expenditure account, as the case may be, is made up.
(3) If any person being a director of a company fails to take all reasonable steps to comply with the provisions of this section, he shall, in respect of each offence, be liable on summary conviction to imprisonment for a term not exceeding 6 months or to a fine not exceeding £100 or to both, so, however, that—
(a) in any proceedings against a person in respect of an offence under this section, it shall be a defence to prove that he had reasonable ground to believe and did believe that a competent and reliable person was charged with the duty of seeing that this section was complied with and was in a position to discharge that duty; and
(b) a person shall not be sentenced to imprisonment for such an offence unless, in the opinion of the court dealing with the case, the offence was committed wilfully.
Brendan Burgess
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Dermot
Thanks for that.
So they cannot hold an AGM without the accounts.
Very interesting. It seems obvious, but I just didn't know where it was.
Brendan
Thanks for that.
So they cannot hold an AGM without the accounts.
Very interesting. It seems obvious, but I just didn't know where it was.
Brendan
Taken from ODCE website.
2. Is notice required for calling an AGM?
Yes. A company is required to give 21 days written notice to members and others entitled to notice of the holding of an AGM and of the business to be discussed.
The following should be included with the notice:
• Agenda;
• Audited Annual Accounts with Auditors Report;
• Directors Report;
2. Is notice required for calling an AGM?
Yes. A company is required to give 21 days written notice to members and others entitled to notice of the holding of an AGM and of the business to be discussed.
The following should be included with the notice:
• Agenda;
• Audited Annual Accounts with Auditors Report;
• Directors Report;
Last edited:
Brendan Burgess
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Thanks Dermot
But when arguin the case, it's important to quote the actual section of the Act. It is not enough to quote another website.
Brendan
BudgetBrenda
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Would there be any point in complaining to the OCDE as the CAI appears to be in breach of company law? All very ironic when the CEO and Chairman lecture business on being transparent when they cannot even provide the CAI accounts to members.
And the rescheduled AGM in Galway on Good Friday - should guarantee no quorum - but the CEO can claim expenses from Dublin. Wonder what mileage rate he gets?
And the rescheduled AGM in Galway on Good Friday - should guarantee no quorum - but the CEO can claim expenses from Dublin. Wonder what mileage rate he gets?
The primary legal requirements in relation to the holding of companies’
AGMs appear in Sections 131 and 148(7) of the Companies Act 1963. The key rules
are as follows—
(a) as the name suggests an AGM must ordinarily be held by every
company in each calendar year;
(b) special rules apply, however, during the calendar year in which a
company is incorporated and in the following calendar year. What is
important as regards those two years is that the first AGM be held within
18 months after the company is incorporated.
This means, for example, that where a company is incorporated on 1
August 2008, there is no need for an AGM in 2008 or 2009: provided the
first AGM is duly held on or before 31 January 2010;377
(c) after its first AGM, subsequent AGMs of the company must take place in
each succeeding calendar year. However, no longer than 15 months
should elapse between the date of one AGM and that of the next.
Accordingly, continuing the previous example, if the company held its
first AGM on 15 January 2010, its next AGM would have to be held on
some date between 1 January 2011 and 14 April 2011;
(d) The 15-month rule cannot be used however to authorise the non-holding
of an AGM during any whole calendar year which intervenes.
So, for example, where a company holds its AGM on 8 November 2009,
it is not permissible for it to seek to take advantage of the 15-month rule
to defer the holding of any AGM in 2010: on the basis that 15 months
from 8 November 2009 runs to 7 February 2011. The obligation to hold
an AGM in each calendar year ‘trumps’ the 15-month rule, with the
result that the company’s next AGM must be held sometime within the
calendar year 2010.
(e) In every case the AGM should be held within 9 months of the date to
which any accounts have been made up which are to be considered at
that AGM.
In relation to post no 28 it gives links to the section of the relevant act in some cases. I think there are enough relevant legal links to back up your arguments in a meeting. It is often very difficult to get all your points across at a meeting.
AGMs appear in Sections 131 and 148(7) of the Companies Act 1963. The key rules
are as follows—
(a) as the name suggests an AGM must ordinarily be held by every
company in each calendar year;
(b) special rules apply, however, during the calendar year in which a
company is incorporated and in the following calendar year. What is
important as regards those two years is that the first AGM be held within
18 months after the company is incorporated.
This means, for example, that where a company is incorporated on 1
August 2008, there is no need for an AGM in 2008 or 2009: provided the
first AGM is duly held on or before 31 January 2010;377
(c) after its first AGM, subsequent AGMs of the company must take place in
each succeeding calendar year. However, no longer than 15 months
should elapse between the date of one AGM and that of the next.
Accordingly, continuing the previous example, if the company held its
first AGM on 15 January 2010, its next AGM would have to be held on
some date between 1 January 2011 and 14 April 2011;
(d) The 15-month rule cannot be used however to authorise the non-holding
of an AGM during any whole calendar year which intervenes.
So, for example, where a company holds its AGM on 8 November 2009,
it is not permissible for it to seek to take advantage of the 15-month rule
to defer the holding of any AGM in 2010: on the basis that 15 months
from 8 November 2009 runs to 7 February 2011. The obligation to hold
an AGM in each calendar year ‘trumps’ the 15-month rule, with the
result that the company’s next AGM must be held sometime within the
calendar year 2010.
(e) In every case the AGM should be held within 9 months of the date to
which any accounts have been made up which are to be considered at
that AGM.
In relation to post no 28 it gives links to the section of the relevant act in some cases. I think there are enough relevant legal links to back up your arguments in a meeting. It is often very difficult to get all your points across at a meeting.
BudgetBrenda
Registered User
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Are you sure about that? Surely any member of the public has the right to complain to the ODCE about any company not obeying company law.
Though I have to say previous experience complaining to ODCE about another company was not dealt with.
The CAI got a grant from the Department of Enterprise (albeit a small one) earlier this year - did the Dept not want up to date audited accounts before approving funding? the last accounts were to may 2011.
Brendan Burgess
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I am very annoyed at the CAI's inability to produce a set of accounts for the AGM. I am annoyed that they broke the law in not having an AGM within 15 months of the previous one. I am annoyed that they broke the law in not notifying members in writing about the AGM. I have expressed my annoyance to them.
I am sure that the ODCE has much bigger issues to deal with.
Brendan
I am sure that the ODCE has much bigger issues to deal with.
Brendan
Brendan Burgess
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High Time
The failure of the CAI to do anything for consumers is a much bigger issue than their breaches of the Companies Acts.
If they were out campaigning on mortgage arrears or on PPI, I would overlook their breaches of the Companies Act.
Brendan
So if we are to understand you correctly an organisation that purports to represent consumers and is taking in fees from members is not doing it's job?
Surely it should be disbanded? I think the fact that it's not complying with the company acts combined with the fact it doesn't really represent consumers is shameful.
What do they do with the fees, pay themselves?
Brendan Burgess
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Hi Bronte
Obviously, members have a choice - they can leave if they want to, and thousands have done so.
Should it be disbanded? Hard to know. Maybe the new Chairman will sort them out. Maybe when they sell the building, they will focus on consumer campaigns.
I would say that a big part of the fees go to Dermott Jewell as salary but it has not been disclosed in the accounts up to now. If I remember correctly, at an AGM a few years ago, a few Council members complained that even they were unable to get a list of directorships of public bodies of which Jewell and other council members were members. For example, Dermott gets a good fee from chairing the Financial Services Ombudsmans Council.
Obviously, members have a choice - they can leave if they want to, and thousands have done so.
Should it be disbanded? Hard to know. Maybe the new Chairman will sort them out. Maybe when they sell the building, they will focus on consumer campaigns.
I would say that a big part of the fees go to Dermott Jewell as salary but it has not been disclosed in the accounts up to now. If I remember correctly, at an AGM a few years ago, a few Council members complained that even they were unable to get a list of directorships of public bodies of which Jewell and other council members were members. For example, Dermott gets a good fee from chairing the Financial Services Ombudsmans Council.
I think it's high time that such fees were disclosed to members. And now even more so when we see the debacle at the IMO. All this secracy in companies is nothing short of a disaster in relation to openess and transparency to the ultimate owners, the shareholders or the public. And it has been much misabused to inflate salaries and pensions to the detriment of organisations.