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general meeting

A meeting of company members whose decisions can bind the company. Certain reserved powers, specified by the Companies Act, can only be exercised by a general meeting. These include alteration of the memorandum and articles of association, removal of a director before his term of office has expired, *alteration of share capital, the appointing of an auditor other than upon a casual vacancy, and putting the company into voluntary winding-up. Powers may also be reserved by the articles of association of a particular company. Powers other than reserved powers are usually delegated in the articles to the directors. The general meeting cannot overrule the directorsí decisions relating to these powers, although it could, while exercising reserved powers, dismiss the directors or alter the articles and thus the delegation. General meetings are either *annual general meetings or *extraordinary general meetings. Unless the articles of association provide or the court orders otherwise, at least two company members must be present personally.

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