Lecture 3: Shares, Membership and the General Meetings of Members

A set of flashcards covering key vocabulary and concepts from the lecture on shares, membership, and general meetings in corporate law.

Shares

A form of securities as defined in Section 92 of the Corporations Act.

Ordinary shares

Shares that typically allow voting and dividend rights.

Preference shares

Shares that provide a higher dividend right than ordinary shares.

Partly paid shares

Shares for which the full amount has not yet been paid by the shareholder.

Liability on partly-paid shares

Shareholders are liable to pay calls on partly-paid shares as per Section 254M of the Corporations Act.

Cumulative preference shares

Preference shares that allow unpaid dividends from previous years to be carried over.

Non-cumulative preference shares

Preference shares that do not allow unpaid dividends to be carried over.

Voting rights

Entitlement of shareholders to vote in meetings, typically one vote per share for ordinary shares.

General meeting

A meeting of members to decide on matters requiring shareholder approval, including AGMs and EGMs.

Proper purpose in convening a meeting

Requirement that meetings are held for legitimate reasons beneficial to the company as a whole.

Requisition for a meeting

Process whereby shareholders can request a meeting to be convened.

Court-ordered general meeting

A meeting that the court may order if it is impracticable to convene a meeting otherwise.

Length of notice for a general meeting

The minimum requirement is 21 days, but the company constitution may require longer.

Quorum

The minimum number of members required to be present for the meeting to be valid, typically two members.

Proxy voting

The ability of shareholders to appoint someone else to vote on their behalf at meetings.

Equitable duty of directors

Directors' obligation to fully inform shareholders regarding resolutions proposed at meetings.

Ordinary resolution

A resolution that requires a simple majority of votes for it to pass.

Special resolution

A resolution that requires at least 75% of votes from members to pass.

Corporate governance

The system by which companies are directed and controlled, including the role of directors.