A company is essentially a democracy in that decisions made in general meetings are by a majority of members. The underlying assumption is that the majority are committed to ‘promoting the success of the company’.

On occasions, inevitably, power tends to corrupt; and the majority – particularly if they are also directors – whether through incompetence or self-interest may not steer the company in the direction of its best interest. In this situation a minority of members may believe that action is necessary to bring the company back to the right path.

Requiring the directors to call a meeting is a useful first step to allow discussion, but if the majority will not change course, the minority will simply be outvoted.