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1. COMPANY MEETINGS

2. Definition of meeting
 Ordinarily, a meeting may be defined as assembly of people for a
lawful purpose or the coming together of at least two persons for
the same reason.
 A company meeting may be defined as a concurrence or coming
together of at least a quorum of members in order to transact either
the ordinary or special business of the company.

3. Sharp V Dawes (1876)
Facts
 A single shareholder purported to hold a meeting to pass a resolution to make
calls. The meeting was scheduled for 30th Dec 1874 and only 2 people attended;
these two people were Sharp who was the Company’s Secretary and Silversides,
a member. The latter acted as chairman while the former took minutes. The
meeting resolved that calls be made but the defendant declined and was sued.
 Held: It was held that no meeting had been properly constituted and the
purported proceedings were null and void.

4. The rule in Sharp v Dawes
 The word meeting means a coming together of more than one
person or at least two people. Therefore one person cannot
constitute a meeting.

5. Exceptions to the rule in Sharp V Dawes
 Class meeting: Where there is class meeting of shareholders and all the shares of
that class are held by one person
 Directors meeting – in case of private company with one director
 Adjourned meeting: If at the adjourned meeting also the quorum is not present
within half an hour of the time of the meeting, the members present even one
member constitute a meeting
 Creditors meeting in course of winding up
 Meeting convened pursuant to a court order
 A.G.M. convened by or at instance of the registrar
 Single member company

6. Elements of a General Meeting
 Notice
 Chairperson
 Quorum
 Proxies
 Adjourned Meeting
 Voting
 minutes
 Resolutions

7. Notice
Period of notice
 Both private and public companies shall give a least twenty-one days' notice.
 The company's articles may require a longer period, of notice than that specified
21 days.
 A short term notice is effective In the case of an AGM if agreed by majority of
the members. Such members must be holders of not less than 95% of the
nominal capital or voting rights of all members have agreed.

8. Manner of giving notices :( Sec 282)
A company shall give notice of a general meeting —
 a. In hard copy form;
 b. In electronic form;
 c. By means of a website
 Partly by one such means and partly by one or more of the other
such means.

9. Person’s entitled to notices of a company
meeting: (sec 284)
 ▪ members of the company
 ▪ directors
 ▪ Trustee in bankruptcy of a member
 ▪ Personal representative of a deceased member
 ▪ auditors

10. Who issues the notice?
 The board of directors
 The Registrar of companies,
 Court of law
 The general meeting

11. Content of a notice
 The nature and type of the meeting.
 The agenda of the meeting.
 Date of the meeting
 Time of the meeting
 Place of the meeting.
 The resolutions proposed to be passed.
 In the case of a hybrid or virtual meeting, specify the means of joining
and participating in the meeting

12. The chairperson
 A company’s general meeting must have a chairperson within 15 minutes of the
appointed time.
 The chairperson of the board ordinarily presides. However, if unavailable or
unwilling, the directors present must nominate one of them to preside.
 The members present at a general meeting of the company may, by ordinary
resolution, elect one of the members to preside at the meeting.

13. Powers of the chairperson
 • To call the meeting to order.
 • To determine who speaks and for how long.
 • To close discussions after an issue has been reasonably debated.
 • To declare the outcome of voting by show of hands or by poll.
 • To use a second or casting vote in the event of a tie.
 • To demand voting by poll.
 • To make decisions on points of order which are deemed correct
 • To adjourn the meeting in the event of disorder or inadequate space.
 • To close the meeting at the appropriate time.

14. Function and duties of the
chairperson:
 • To maintain order in the conduct of those present at the meeting.
 • He must inform himself of the business of the meeting.
 • He must satisfy himself that the meeting is duly constituted.
 • He must satisfy himself that a quorum of members is present at the time the meeting proceeds to business.
 • Frame issues for discussion by the meeting.
 • Determine whether proposed amendments are in order.
 • Confine discussions within the issues and reasonable limits of time.
 • Ensure that the sense of the meeting is kept by asking relevant questions.
 • Ensure that minutes of the meeting are kept.
 • Conduct voting by show of hands or poll.
 • Sign the minutes of the meeting or previous meeting.

15. Quorum

16. Quorum conti..
 No business shall be transacted at any meeting unless a quorum of
members is present at the time the meeting proceeds to business.

17. Quorum conti..
 The number which will constitute a quorum is generally fixed by the Articles .
 In the case of a company limited by shares or guarantee and having only one
member, one person present at a meeting constitutes a quorum.
 The quorum must be effective i.e. only persons who are entitled to participate
are counted
 If no quorum is present, the meeting stands adjourned to the following week if
summoned by directors, but stands dissolved in other cases.
 A meeting with no quorum is a legal nullity (it is null and void) and so are its
purported proceedings

18. Voting
This is one of the primary rights of shareholders. Company members have an
individual membership right to vote at General Meetings. These rights vested on
members in their individual capacity and a member is entitled to vote as he wishes.

19. Persons entitled to vote at General Meetings:
 members whose names appear on the register
 The vote of a corporation which is a member is given by its
authorized representative.
 A person of unsound mind votes through the manager appointed
under the Mental Health Act or the said manager’s proxy.
 A bankrupt member whose name remains on the register may vote.

20. Methods of Voting:
 There are 2 methods or voting; voting by a show of hands and voting by
poll.
1. Voting by show of hands
2. Voting by poll

21. Voting by show of hands
This is the basic common law method of voting where every member has one vote. It is the
duty of the chairperson to count the hands and decide the outcome.
Under section 258(2), each member present in person has one vote; and each proxy present
who has been duly appointed by a member entitled to vote on the resolution has one vote.
This method of voting has one advantage in that it is a ready way of determining the sense of
the meeting. Its main challenge is that it equalizes all members irrespective of their
shareholding.

22. Voting by poll
A poll is a method of voting at company meetings which allows a
member to use as many votes as their shareholding grants them.
Any provision in the articles is void if it seeks to prevent such
members demanding a poll.

23. Who can demand for Voting by poll
1. The chairperson of the meeting.
2. At least five members present in person or proxy.
3. A member or members present in person or by proxy representing
not less than 1/10th
of the company’s paid up capital.
4. A member or member present in person or by proxy representing
not less than 1/10th
of the total voting rights of all members.

24. Resolutions
 Company meetings make decisions by passing
resolutions.
 A resolution is proposed, deliberated upon and voted on
decision.

25. Types of resolutions
1. Ordinary resolution
2. Special resolution
3. Written resolution
4. Resolution requiring special notice

26. Ordinary resolution
 According to Sec 256 (1) of the Companies Act, a resolution is an ordinary
resolution of the members (or of a class of members) of a company if it is passed
by a simple majority.

27. Resolutions that require an ordinary
resolution
 Election of directors.
 Adoption of accounts.
 Declaration of dividends.
 Authorizing a bonus issue.
 Increase of share capital.
 Alteration of share capital

28. Special resolution
According to Sec 257(1) of the Companies Act a resolution is a special resolution of
the members of a company if it is passed by a majority of not less than seventy-five
percent.
It is required for major changes in the company, and must be registered.

29. Resolutions that require a special
resolutions
 Altering the Articles.
 Restrictions of the objects clause.
 Voluntarily change of the company name.
 Conversion of private company to a public company.
 Creation of reserve capital.
 Reduction of capital.
 Voluntary winding up by the company.
 Presenting a petition by the company for an order for a compulsory winding up
 To vary class rights

30. Resolution requiring Special notice
This is a resolution that requires Special notice of 28 days to be given by the company.
Special notice must be given to the company of the intention to propose a resolution for any
of the following purposes
 To remove an auditor or to appoint an auditor other than the auditor who was appointed at
the previous year's meeting
 To remove a director from office or to appoint a substitute in their place after removal

31. Written resolutions
 This are provided under Sec 262(1) of the Companies Act and are provided for
private companies.
 A private company can pass any decision needed by a written resolution, except
for removing a director or auditor before their term of office has expired.

32. Registration of resolutions
 Certain resolutions must be registered with the Registrar of companies. Copies
thereof must be delivered to the Registrar within the prescribed duration.
 Copies of special resolutions must be delivered to the Registrar within 30 days
of their passing.
 Failure to register a registerable resolution renders the company and every
officer in default liable to a default fine.

33. Minutes
 Def: Minutes are a record of the proceedings of meetings. Company law
requires minutes to be kept of all company meetings including general,
directors' and managers' meetings.
 The minutes must be signed by the chairman of the meeting or that of
the subsequent meeting.
 Such minutes constitute evidence of the proceedings of the meeting.
Minutes are deemed to have been taken at a properly convened and held
meeting where all appointments were made in accordance with the law.

34. Conti…
 the minute book of General Meeting must be kept at the registered office of the company and
be open to inspection by members without charge for at least two hours every business day,
subject to reasonable restrictions as may be imposed by the Articles or the General Meeting.
 A member who applies for copies of any minute is entitled to be furnished with the same
within 14 days of the application. It is a criminal offence for the company to deny any
member the right to inspect the minute book or furnish copies on application.
 The company and every officer in default are liable to a default fine. The High Court has
jurisdiction to compel the company to:
 Furnish copies of minutes as requested.
 Facilitate immediate inspection of the minute book.

35. Proxy
 Def: A proxy is a person appointed by a shareholder to vote on
behalf of that shareholder at company meetings.

36. Proxy conti…
 Any member of a company which has a share capital, provided
they are entitled to attend and vote at a general or class meeting of
the company, has a statutory right to appoint an agent, called a
'proxy', to attend and vote for them.

37. Types of proxies
 • The general proxy - This is a proxy empowered to vote as he
wishes having regard to the discussion at the meeting.
 • Special proxy - This is a proxy appointed to vote either for or
against a particular resolution before the meeting.

38. Types of companies meetings

39. END
 REVIEW QUESTIONS ON COMPANY MEETINGS
 Dec 2010 Ques 5a