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Template Board Minutes to Convene a Hybrid General Meeting (physical & virtual attendance)

Board Minutes convening a Hybrid General Meeting

CO.CA.GM.18

These template board minutes approve the convening of a general meeting as a hybrid meeting, i.e., a meeting that is being held both at a physical location and electronically.

Following the expiry of the provisions enabling companies to hold closed meetings because of the COVID-19 pandemic on 30th March 2021, many companies may still consider it both necessary and desirable to limit the size of gatherings and want to recommend to its shareholders that they do not attend such meetings in person.

There remains some legal uncertainty over the holding of purely virtual general meetings and therefore the most practical way for a company to proceed is to hold a hybrid meeting. Section 311 of the Companies Act 2006 requires the notice of a general meeting to state the time, date and place of the meeting. The legal 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.

In most cases, there will be a closed meeting at a physical location with no shareholders in attendance other than those required, with most shareholders attending the meeting virtually.

These board minutes approve the convening of such a meeting where shareholder business cannot be conducted through the written resolution procedure, e.g., if it is proposed that a director is removed under section 168 Companies Act 2006 or an auditor removed under section 510 Companies Act 2006.

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