Beruflich Dokumente
Kultur Dokumente
Meetings
By parent/holding company
Separate legal entities
Must hold members’ meeting
Sect 147(6) - parent company’s corporate representative – to sign on
the minutes. (page 175)
Illustration
Corporate representative – company’s subsidiary or another
company which the appointor company has shares
A list of members
together with
Statutory report
respective
shareholdings
Agenda of the
Duly certified by at meeting –formation
least 2 directors & matters arising in
report
Statutory report
1. Number of shares
3. Names and
allotted and 2. Account 4. Contracts
addresses
consideration
• Fully paid up or • Moneys received & • Directors • Approval of
partially paid up paid • Managers members
• Paid in cash, in kind • Preliminary expenses • Secretaries • Proposed
or both • Auditors modifications
• Total cash received • Trustees for
for the shares debentures holders
allotted
AGM
• At least once every calendar year
– Company’s audited accounts will be tabled (Sect 169(1)) (page 191)
– Auditors are appointed (Sect 172) (page 198)
– Directors are elected
– Dividends are declared
• The EGM must be held not later than 2 months after receipt of
the request by the directors
Sect 144 Sect 145
Requirements Company with share capital: ≥ 10% Company with share capital: ≥ 10%
of paid up capital of issued capital
• Notice of the meetings must be given to all members of the company who have
right to attend and vote
• Meeting will be void if fail to give notice to all members
• Must be given to all persons whose names appear in the company’s Register of
Members
Section 145(5):
• The meeting if the omission to give the notice
accidental
• To preserve the meeting where the company did not
deliberately omit serving the notice on a member
Case 1: Musselwhite v
Musselwhite (1962) Case 2: Re West Canadian
• Some member executed transfers of Collieries Ltd (1962)
their shares to the third parties but
the shares had yet to be transferred
• Failure to give the notice to nine
• Their names remained in the Register
members was due to an
of Members
administrative error
• The company did not give them
• The court held that was an accidental
notice of meeting
omission
• The court held that this was an
• The omission did not void the meeting
intentional omission and the meeting
was held to be void
The meeting may still be validated by the application of section
355(1) which provide that:
Section 355 does not apply if there is injustice to a member who did not
receive the notice and did not attend the meeting
• The number of day required to be given to the
members
Proceeding
at
Vote Meeting Proxy
Chairman
Venue
• Section 145 A
Where?
Anywhere in Malaysia
Not necessary at registered office
More that one venue
How?
Technology
Quorum
• Section 147(1)
Definition
Minimum number of members who
must be present at the meeting.
Unless the AOA provide otherwise.
• Table A Article 47
Members shall include proxy
Proxy
• Section 149(1)
Qualification of Proxy
Another member
An advocate (lawyer)
An approved company auditor
A person approved by ROC
• Section 149(1)(d)
Appoint two proxies shall be invalid unless a specifies
proportions of his holding to be represented by each proxy.
Illustration
• Section 149(1)
Powers of Proxy
Attend meeting
Speak at meeting
Vote on poll but not hand
Right of Member
Issue: whether a member who has appointed a proxy may
continue exercise his rights to attend the meeting and vote?
Cousins v International Brick Co Ltd (1931)
Termination of appointment
Who?
Member can elect any member to be a chairman
Unless AOA provide otherwise.
Right of Chairman
Conduct of meeting
Ensuring meeting is properly conducted
Byng v London Life Association (1990)
Vote
• Section 148(1)
Exceptions:
Suspended until the member has paid all calls or other sums
payable in respect of his share.
Suspend the right of preference shareholders to attend and
vote at general meeting upon such conditions stated therein
Illustration
Vote by show of hands
• Section 149(1)(a)
Proxy may vote on poll
• Section 146(1)(a)
Excluding the right to demand a poll at general meeting on any question or
matter other than the election of chairman shall be void.
• Section 146(1)(b)
Carried out if demanded
At least 5 members present who has voting power
Member with at least 10% of voting power present at meeting
Member with at least 10% of paid-up shares present at meeting
ORDINARY
RESOLUTION
ORDINARY
RESOLUTION
REQUIRING
SPECIAL NOTICE
RESOLUTION SPECIAL
- Decision made by the members at the RESOLUTION
general meetings
CIRCULAR
RESOLUTION/
RESOLUTION IN
WRITING
HYBRID
RESOLUTION
TYPE OF RESOLUTION
ORDINARY RESOLUTION
• Does not defined in Companies Act 1965. – Bushell v Faith
(1970)
• Requires:
– More than 50% of the members present and voting
– 14 days of notice before a members’ meeting.
Some ordinary Resolutions:
Issue of shares at discount
Alteration of share capital
Passing of annual financial reports, reports of BOD and Auditors
Appointment of Auditors and their remuneration.
SPECIAL RESOLUTION
• S.152 of CA which requires that:
– At least 75% of the members of the company present and voting.
– Notice should be given at least 21 days before the meeting.
– Must be lodged with the ROC within one month.
Some Special Resolution:
Alteration of object clause of memorandum and the articles of a company.
Change of name of a company.
Variation of shareholders rights.
Payment of interest out of capital.
HYBRID RESOLUTION
• The hybrid resolution is whereby, the company require to give at least
14 days’ notice to the members but require the support of at least 75%
of the votes.
• Requirement for a hybrid resolution to perform:
– S.129(6) – the appointment of a director who is above the age of 70 in a private
company which is a subsidiary of a public company.
– S.172(7) – the appointment of an auditor to replace the auditor who was
removed at a prior general meeting.
Min Days of Notice Min Votes Required
Ordinary Resolution 14 > Than 50%
Special Resolution 21 75%
Hybrid Resolution 14 75%
ORDINARY RESOLUTION REQUIRING SPECIAL
NOTICE
CIRCUMSTANCES
LODGEMENT
MINUTE BOOK
WITH THE ROC
LODGEMENT WITH THE ROC
S.145(1) of CA requires a printed copy of the Special Resolution and the
resolution or agreement which binds any class of shareholders to be
lodged with ROC within t (one) month of the passing resolution or
agreement, as the case may be.