Board Minutes convening a Hybrid General Meeting

IN LIGHT OF THE ECONOMIC CRIME & CORPORATE TRANSPARENCY ACT 2023, THIS TEMPLATE IS CURRENTLY UNDER REVIEW. 

These board minutes approve convening a general meeting as a hybrid meeting, meaning the meeting is held both at a physical location and electronically.

Use these board minutes to convene a hybrid general meeting

Many companies wish to offer virtual attendance at general meetings for practical and logistical reasons.

There remains some legal uncertainty over purely virtual general meetings. Section 311 of the Companies Act 2006 requires the notice of a general meeting to state the time, date and place of the meeting, and the uncertainty concerns whether a meeting held purely on an electronic or virtual platform meets the “place” requirement.

Unless a company’s articles specifically prohibit virtual attendance at meetings or require shareholders to be physically present to count as attending, it is generally considered that a company can host a hybrid meeting.

Ensure equal participation for in-person and virtual attendees

For a hybrid meeting to be validly held, all participants (whether physical or virtual) must be able to participate on an equal basis.

Companies will need to ensure they have the technology in place to allow everyone to speak and be heard.

Proxy arrangements for shareholders attending virtually

Companies where shareholders attend virtually can appoint the chairperson as their proxy.

Use where the written resolution procedure cannot be used

These board minutes are intended for convening a meeting where shareholder business cannot otherwise be conducted through the written resolution procedure, for example where it is proposed that a director is removed under section 168 of the Companies Act 2006 or an auditor is removed under section 510 of the Companies Act 2006.

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