M E E T I N G S

INTRODUCTION
Meeting is the place where the members
expressed their will. The call and conduct
is regulated by the articles.
Not all powers are given to the Board The
GM also has been vested with some
power.
TYPES OF MEETING
(1) Statutory Meetings
s. 1! (1) "ublic #ompany limited with shares
must hold a statutory meeting within a period o$
not less than 1 month and not more than %
month (1 & %) a$ter date it is entitled to
commence business.
s. 1! (!) The directors must send a copy o$ a
statutory report to every member at least ' days
be$ore the statutory meeting.
s. 1! (() a statutory repot ) auditor rpt must be
lodged to *egistrar at leas ' days be$ore the
+.M.
s. 1! (%) , certi$ied(! directors) statutory report
must contain-
(a) total number o$ share allotted.
consideration paid and partly paid shares
(b) total amount o$ cash received . certi$y by
auditor
(c) an abstract o$ reciepts and payment up to
' days b date o$ repot
(d) names and addresses o$ directors.
trustees debenture holders etc
(e) particulars o$ any contract which need
modi$ication by the meeting.
s. 1! (/) , list o$ members and number o$
shares issued must be availabe $or inspection.
s. 1! (') discussion on any matter regarding
$ormation o$ company and a notice to pass a
resolution
s.1! (10) $ailure to observe above provision is
an o$$ence by o$$icers or director.
s. !11 (1) (b) $ailure to hold a statutory meeting
is a ground $or winding up.+o it is compulsory.
(2) Annua Genera Meeting ( AGM)
s. 1% all companies must hold a ,GM every
calendar year and not more than 1( months
a$ter the previous ,GM.
s. 1%(1) 2$ the #ompany had its $irst ,GM a$ter
incorporation within 11 month. no need to have
another ,GM on that year.
s. 1%(!) can apply $or extension $rom *egistrar
i$ not held ,GM within time prescribed.
s. 1!() $ailure to have ,GM is o$$ence by #o.
) 3$$icer. Member can apply to court to hold a
,GM.
s. 1/4 sets out the necessary accounts. reports
to be laid down in ,GM-
pro$it5loss. balance sheet. directors report
auditors reports other matters i.e. election o$
directors. payment to auditors.
,GM is important that it is the $orum members
has power to 6uestion the directors regarding
the a$$airs. They can even remove the
directors -T, /4. They can meet and pass
resolution.
(%) E!traor"inary Genera Meeting (EGM)
, general meeting other than +tatutory and
,GM is called 7GM.
8irectors is given power under article to
convene the 7GM - T, .
s. 1 members can as9 to hold 7GM in
certain circumstance.
The director upon the above re6uest are
re6uired then to hold a general meeting with-
(a) i$ #o. with share capital: members
holding the meeting must not less than
10; o$ the capital voting rights.
(b) 2$ #o. w5out share capital & members
holding the meeting not less than 10; o$
the total voting right.
Humes Ltd v Unity APA Ltd.
<nity called $or a general meeting to remove
=umes directors which they $ail in the ,GM.
=ume see9 to restrain the re6uest on the ground
that it de$eat the purpose and <nity will not
succeed with their proposal. =eld- The
re6uisition is the statutory right o$ the o$ the
shareholder. The court is not concerned whether
they will succeed in their resolution or not.
National Road & Motorist Association v
Parker
when the member see9 to re6uisition a meeting
u5s. 1 and the proposed resolution is to
inter$ere with the powers con$erred by the article
to the directors then the director can re$used to
have it.
s. 1(%) 2$ 8irectors $ailed to have the 7GM
within !1 days members can hold it themselves.
s. 1(!(1) 2$ a special resolution is going to be
passed then a notice o$ !1 days must be given.
s. 1(0 where there is no power to hold a
meeting due to article o$ ,ct the court can order
to hold a meeting .. etc not enough 6uorum.
Re Totex-Adon Pty Ltd and the om!anies
Act. (an application was made to court to order
$or a meeting when one o$ the two two
shareholders entitled to vote at meeting re$used
to cooperate in calling the meeting. =eld- a
meeting must be called.
Leon" Ah Hon" v Hu! #en" o.Ltd.
3nly i$ it is impracticable then court will ma9e an
order.
NOTICE OF MEETINGS
(1) s. 1((!) a written notice at least 1 days
be$ore must be given.
(!) +. 1((1) a written notice o$ not least then
!1 days to pass a special resolution unless
4(; o$ voting right s5holder agreed than a
notice less than !1 days 3>.
(%) T, 101 notice can be served personally or
post to the address.
() +. 1(% To remove a public company?s
auditor or directors. a special notice not less
than !1 days or 1 days must be given to
the company.
(() T, ( notice must states place time date o$
the meeting.
(/) +. %(( de$ective in giving notice will not
invalidate the meeting unless court is o$ the
opinion a substantial in@ustice has been
done or may be caused.
(') +. %(((!) court can declare such meeting
as valid and s. %(((%) can recti$y
irregularity.
(1) +. 1((() accidental omission to give notice
will not invalid the meeting.
(4) 2$ the notice o$ meeting and explanatory
notes contain misleading in$ormation then
the meeting can be restrained. The
resolution passed can be overturned.
he$ue!oint #ecurities laremount Petroleum.
(1) #uoru$
s. 1'(1) The 6uorum must be at least ! members
unless ,3, provide otherwise
T, '. , proxy representing a corporation is
considered as a member .
s. 1'(%) the representative o$ the #orporation has
the same power as the member.
, court which order to hold a meeting u5s. 1(0. such
meeting can be conducted even by one member.
(!) C%air$an
#hairman o$ directors will chair the meeting but i$ he
re$use. then member must select someone among
them - T, 4.
2$ the vote are e6ual then the chairman has a deciding
vote - T, (%.
Minutes must be signed by the chairman. +. 1(/(1)
(%) &oting
Aoting is done by raising hands. 7ach hand
considered as one vote.- T, (.
But on disputed matters member can demand a poll-
T, (1.
GM other than electing a director can be conducted
by poll. 2$ article never provide so. it is void- s. 1((1)
"roxy only can vote in poll unless article provide
otherwise .T, (1.5s. 14 (1)(a).
() Pro!y
.
=e is a person authorised to vote on behal$ o$ the
member
"rocedure o$ voting by proxy . a member must $ill in
an instrument appointing proxy-T,(4.
2t must be deposited 1 hours be$ore meeting T, /1.
"roxy has the same right to spea9 in a meeting. =e
only can vote in poll unless article provide otherwise.
+. 14(1) (a).
(() Resoutions
3rdinary resolution can be passed by a simple
ma@ority.
+ome important resolution need a special notice and
need a more ma@ority
+ome special resolution-
(a) alter the ob@ect clause o$ M3, and ,3,
(b) reduce issue capital o$ the company.
Need !1 days notice unless agreed by 4(; o$
s5holder with voting rights and can only be passed by
a B ma@ority who are entitle to vote. +. 1(!(1)) (!)
2$ all members have signed the document containing a
statement that they are in $avour o$ that resolution it is
deemed to be passed. +.1(!,.
(/) Minutes
#ompany must 9eep minutes o$ all
proceedings at GM and other meetings and it
must be entered in a boo9 within 1 days. 2t
must be signed by the chairman o$ the
meeting. 2$ $ai9ure is an o$$ence - s. 1(/()
Minutes are evidence o$ the proceedings. +.
1(/(!)
(') Irreguarities
"roceedings o$ meeting which are irregular
because o$ the absence o$ 6uorum or
de$iance o$ notice are not invalidated unless
court is o$ the opinion such irregularities may
cause substantial in@ustice. +. %(((!)
,ccidental omission to give notice will not
invalidate a meeting - s. 1( (().
PROCEEDING AT MEETINGS