以下是高顿网校为大家整理的：F4公司法与商法第二十章，希望对考生们有所帮助。
 
　　7 Sundry
　　7.1 (a) The first AGM must be held within 18 months of incorporation, and thereafter every calendar year within 15 months of the previous one.
　　(b) Private companies may by elective resolution vote to dispense with the AGM. Any member may still request one to be held by notice to the company not later than three months before the end of the year.
　　(c) Any member may request the Secretary of State to summon an AGM if none is held.
　　Proxies
　　7.2 (a) Definition: 'A written instrument authorising another person to vote on behalf of an absent shareholder'. The term is also applied to the person appointed.
　　(b) In a private company a proxy may attend, vote and speak. In a public company he may not speak.
　　(c) A proxy can only vote on a poll unless articles otherwise provide.
　　(d) Directors can issue proxy forms. In public companies the forms must be two way.
　　(e) Members may attend and vote in person thereby overruling their proxy's vote.
　　(f) If a company is a shareholder its representatives are known as 'company representatives' and not proxies.
　　(g) Proxies can vote as they like unless:
　　(i) they have received instructions and been remunerated.
　　(ii) there is a fiduciary duty involved.
　　(iii) they are directors, in which case they must act in the best interests of the company.
　　Quorum
　　7.3 (a) Definition: The minimum number of persons suitably qualified who must be present at a meeting before it can validly transact business.
　　(b) Table A says two members (or their proxies) constitute a quorum.
　　(c) If no quorum is present then the outcome depends upon who convened the meeting:
　　(i) If directors convened the rule is "same time next week".
　　(ii) If members convened it is cancelled.
　　(d) If all members entitled to attend and vote sign a resolution it is deemed to be passed even if there is not a meeting.
　　Minutes
　　7.4 (a) Must be kept of all meetings of managers and directors and of general meetings.
　　(b) Must be available for inspection by the members without charge.
　　(c) Are evidence of proceedings if signed by the Chairman.
 
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