Learn how to identify what decisions can be made at Board meetings or Members meetings, what documents are required to prepare for the meetings, how to take minutes at the meetings, and how to draft Board resolutions or Members resolutions - all under the Companies Act, Singapore

1. BENJAMIN ANG
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2. OBJECTIVES
 Identify the documents to be prepared
for convening members and directors
meeting
 Distinguish between matters at directors
and members meeting
 Draft documents required for convening
members and directors meeting
 Draft resolutions and minutes of meeting

3. WHY HAVE MEETINGS?
 A company is owned by its members/
shareholders
 Ultimate control of a company lies with its
members
 Members control the company
 By voting at meetings and
 By appointing the company’s Board of Directors
 The Board of Directors has its own meetings
 At meetings, decisions are made by
passing resolutions

4. WE NEED TO HAVE A
MEETING
 You are the Company Secretary of
Spendz Big Buckz Pte Ltd
 The Company wants to pass resolutions
to
 Sign a Tenancy Agreement with CashLand
Malls
 Change its name to Earnz Big Bucks Pte Ltd
 Issue 100 shares to Mr. Kash Money for
$10,000
 What do you need to do?

6. WHAT TYPE OF MEETING IS
NEEDED?
Directors / Board Meeting Members / General
Meeting
 Purchase or disposal of
substantial property or
assets of company
 Company is required to
incur substantial liability
 Tenancy agreement
 Bank account
 Loan facility
 Issuing of shares
 Amending the
Memorandum and
Articles of Association
 Reducing the share
capital of the company
 Changing the name of
the company
 Liquidating the company

7. OTHER TYPES OF
MEETINGS
Annual General Meeting Statutory Meeting
 Compulsory: Every
calendar year and not
more than 15 months
after the last AGM –
Section 175(1)
 A private company may,
by unanimous resolution
passed at a general
meeting, dispense with
the holding of AGM –
s175A
 Compulsory for every
public company limited
by shares
 Not less than one month
and not more than three
months after
commencing business –
Section 174 (1)
 One time only

8. Discussion
 What kind of meeting(s) does the
Company need to have in order to:
 Sign a Tenancy Agreement with CashLand
Malls
 Change its name to Earnz Big Bucks Pte Ltd
 Sell 80% of its assets to another company,
Little Buckz Pte Ltd

10. DOCUMENTS FOR BOARD
MEETINGS
 The articles do not
usually provide any form
or period of notice for
directors’ meetings.
 It depends on the usual
practice of a company
 You should ensure that
all those attending are
aware that the occasion
is a directors’ meeting
 Otherwise the decisions
may not be valid

11. DOCUMENTS FOR MEMBERS’
MEETINGS
AGM EGM
 Notice of AGM with
proposed resolutions
 Proxy forms
 Internal documents
 Previous minutes
 Profit & loss
 Balance sheet
 Consolidated accounts
 Notice of EGM with
proposed resolutions
 Proxy Forms
 Any relevant
attachments

12. NOTICE: What it must
contain
 All members must be given written
notice of meetings
 The notice must contain sufficient
information to enable a member to
decide whether or not to attend.
 A member who is absent from the
meeting is bound by the resolutions
passed at the meeting
 except where a material fact was not
disclosed in the notice.

13. NOTICE: When it must be
given
Private
Company
Public
Company
Notice of
meetings to pass
ordinary
resolutions
Not less than
14 days
Not less than
14 days
Notice of
meetings to pass
special
resolutions
Not less than
14 days
Not less than
21 days
A Special Resolution can be passed with short notice if it
is agreed by not less than 95% majority of the members
who have the right to vote – Section 184(2) Companies
Act

14. NOTICE – What happens if it’s
done wrong
 Any irregularity, including a defect in the
notice,
 does not automatically invalidate a proceeding
 unless the High Court is of the view that
substantial injustice has been caused – Section
392(2)
 Any member can apply to court to declare
the meeting null and void – Section 392 (3)
 Where a member is not served with a
notice, the Court would be more inclined to
declare the proceedings void

15. QUORUM – Why Proxy is
needed
 In order for a general meeting to be valid,
there must at least be 2 members present
– Section 179(1)(a) Companies Act
 For companies with only one member, that
member constitutes a quorum and can
pass a resolution - Section 184G
Companies Act
 Members unable to attend meetings
personally can appoint a proxy (agent) to
attend and vote on their behalf - Section
181(1) Companies Act

16. PROXIES – How they work
 Proxies need not be members; one person
may be proxy of more than one member
 If no proxy forms are lodged, then the proxy
cannot attend and vote
 A member may wish to state on the proxy form
the manner in which he would like his vote to
be exercised.
 If a member wishes to retain the option of
changing his instructions to his proxy, he
should not specify in the proxy form which way
the proxy was to vote. However, by doing so,
he takes the risk - Tong Keng Meng v Inno-
Pacific Holdings Ltd

17. REFER TO THE PRECEDENTS

19. WHY DO WE NEED
MINUTES?
 Minutes are the records of the proceedings
of a meeting
 Every company must cause minutes of all
proceedings of general meetings and of
meetings of its directors and of its
managers (if any) to be entered in books
kept for that purpose (s 188(1)(a))
 They must be signed by the chairman of
the meeting at which the proceedings were
held or by the chairman of the next meeting

20. HOW TO TAKE EFFECTIVE
MINUTES
 Agenda
 Templates
 Tools
 Focus

21. AGENDA
 How to do it
 Contact chairman or participants before the
meeting
 Ask them what they want to discuss
 Benefits
 Ensures that all business is covered
 Prevents members, board members, and
participants from wasting time
 Keeps meeting length to a reasonable time
 Helps you prepare the Template

22. TEMPLATE
 Attendance sheet
 Seating Plan
 Standard Template
 Time and date
 Reports of Officers
Directors
 Ongoing projects
 Agenda Items
 New proposals /
Announcements
 Old Business
 New Business
 Follow up required
(and by who)
 Date of next meeting

23. TOOLS
 Laptop / Tablet
 Voice recorder – but don’t rely on it
 Power supply / batteries
 Pen and paper – important backup

24. FOCUS
 Summarize the main point of each topic
discussion
 BUT copy motions, amendments and other
items to be voted on word for word
 Use short forms (that you can remember)
 Write the name of any person making a
motion
 Ask for clarification, don’t get it wrong
 Sit as close as possible to the chair of the
meeting (in case you need to ask)

25. FOCUS
 Write things as they happen, do not try to
group topics together
 Record the actions that are performed during
the meeting
 After discussion, write down any agreed-upon
next steps or decisions
 recommended actions
 date due
 responsible persons or department
 Record the number of votes for a resolution
 Ordinary: More than 50%
 Special: More than 75%

26. AFTER THE MEETING
 Transcribe immediately, while the
experience is fresh
 Compare your first draft of the minutes
with your audio recording
 Circulate the draft to all board members
to ensure there are no
miscommunications

27. TIME TO TAKE MINUTES
 We will now have a Board Meeting to
decide on whether or not to
 Sign the Tenancy Agreement with CashLand
Malls
 Issue the shares to Mr. Kash Money
 Use the sample templates given

29. Drafting Effective
Resolutions
 Check if they require shareholder approval
 Principle: anybody referring it later date will
know clearly what the decision was at the
meeting without referring to any other
document.
 Be thorough and detailed
 Issuing shares? State how many, when, to
whom
 Authorizing contracts? List them all
 State type of meeting (Board or General)
 State type of resolution (Ordinary, Special,
Simple Majority).

30. Drafting Effective
Resolutions
 Refer to Articles, Rules, Act if needed
 Refer to documents where needed e.g.
letter of appointment
 State if resolutions are subject to
approval of authorities
 State when resolutions take effect
 Keep to one subject matter per
resolution.

31. TIME TO DRAFT
RESOLUTIONS
 Draft a resolution to sign a 2 year
tenancy agreement with CashLand
Malls for a commercial unit of 1,000
square feet, at the rate of $10 per
square foot
 Draft a resolution to issue 100 shares to
Mr. Kash Money for $10,000
 Refer to the samples

32. What did you learn today?