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GENERAL PRINCIPLES OF
GENERAL PRINCIPLES OF MEETINGS
• A meeting is a gathering or assembly of two or more
persons at a predecided date, time and place for transacting
certain lawful business.
MEETINGS OF A COMPANY
1. Meeting of members-shareholders:
i) Statutory meeting.
ii) Annual general meeting.
iii) Extraordinary general meeting.
iv) Class meeting.
2. Meetings of directors:
i) Meeting of the board of directors.
ii) Meeting of the committees of directors.
3. Other meetings:
i) Meeting of Debenture holders.
ii) Meeting of creditors.
iii) Meeting of contributories.
REQUISITES OF VALID MEETING
1. A meeting should be convened by proper authority.
2. It must be convened by a proper notice served in the
prescribed manner on all persons entitled to receive such
3. It must be convened to transact lawful business as per its
4. It must be presided by properly elected chairperson.
5. It must have a proper quorum.
6. It must be conducted by following lawful procedure.
7. Proper resolutions must be passed for transacting business
of the meeting.
8. The minutes of the proceeding must be properly recorded.
AUTHORITIES FOR CONVENING MEETING
1. Board of directors:
The Board of directors are empowered to convene every
type of general meeting of the members of the company.
2. Directors, on the requisition of members:
Sometimes, a requisition is made by the members of the
company to call a general meeting.
3. The Tribunal:
When the directors make a default in holding annual general
meeting (AGM) of company, the Tribunal may call or direct
the calling of such meeting.
NOTICE OF MEETING
For a valid meeting, a proper notice is a pre-requisite. In
connection with a proper notice , the following things must
1. Length of notice
2. Contents of notice
3. persons entitled to notice
4. Mode and service of notice
1. Length of notice:
A general meeting of a company may be called by giving
not less than twenty-one days notice in writing.
In computing 21 clear days, the following days should also
be added to the twenty-one days:
i. The day on which notice is served.
ii. The day of the meeting.
iii. In the case the notice is sent by post ,48 hours, i.e.,
two days for postal transit.
SHORTER NOTICE :
i) In the case of an annual general meeting:
If shorter notice is approved by all the members entitled to
vote there at.
ii) In the case of any other meeting:
If shorter notice is approved by members of the
company holding, not less than 95 per cent of the
paid up share capital of the company having a right
to vote at the meeting.
iii)In the case of company not having a share capital:
If shorter notice is approved by members having
not less than 95 per cent of the total voting power
exercisable at that meeting
2. Contents of notice:
Every notice of a company shall specify the following:
i) The place of the meeting.
ii) The day of the meeting.
iii) The hours of the meeting.
iv) Contain a statement of the business to be
transacted at the meeting.
A statement of business i.e., agenda placed under two
i). General Business
ii). Special Business
i) General Business:
a) The consideration of the accounts, balance sheet and
the reports of the Board of directors and auditors.
b) The declaration of a dividend.
c) The appointment of directors in the place of retiring.
d) The appointment of and the fixing of the remuneration
of , the auditors.
ii) Special Business:
a) All material facts concerning each item of the special
b) Nature and extent of interest of every director and the
manager in any item of special business.
iii) Any item of business consists of according of approval
to any document by the meeting, the time and place
where the document can be inspected.
3. Persons entitled to notice:
i) Every member of the company.
ii) Persons entitled to share in consequence of the death
or insolvency of a member.
iii) The auditor or auditors, of the company.
iv) The public trustee who is legally entitled to represent
the members of the company.
4. Mode and service of notice:
A notice may be served by a company on any member of
the company either personally, or by sending it by post to
him at his registered address.
The term ‘agenda’ means ‘things to be done’. The agenda
is a ‘statement of the Business to be transacted at a meeting’.
The agenda generally takes the time –table or programme
which sets out the items to be taken up at meeting in
The chairman can change the order of items or business with
the consent of the members.
The companies generally prepare and send notice
including agenda to the shareholders and others who are
entitled to receive notice of meeting.
An agenda categories the business to be transacted at
meeting into two heads:
i) Ordinary Business
ii) Special Business
Quorum means the presence of certain minimum number
of members which is required at a meeting for transacting
In the absence of quorum ,the proceedings of the meeting
The provisions with regard to the quorum for meeting are
1) Requirements of members for quorum :
5 members personally present in the case of public
company and 2 members personally present in the
case of any other company, shall be the quorum for a
meeting of a company.
2) Time of presence of quorum:
The quorum must be present when the meeting
proceeds to business.
3) Presumption as to quorum:
A quorum will always be presumed unless it is
questioned at the meeting or the recorded facts show
that quorum was not present.
4) Dissolution and adjournment of meeting:
Unless the articles otherwise provide, if within half
an hour from the time appointed for holding a
meeting of the company, a quorum is not present, the
meeting, if called upon the requisition of members
shall stand dissolved.
In other case meeting shall be adjourned to the same day
in the next week, at same time and place or other day
at such other time by the Board of directors.
5) Quorum at the adjourned meeting:
If a quorum is not present within half an hour from
the time appointed for holding the meeting , the
members present shall be the quorum.
6) One member to constitute meeting and quorum:
Normally one member cannot constitute a meeting
and cannot fulfill the requirements of quorum.
Exceptional cases one member can constitute a
i) Class meeting of shareholders.
ii) Tribunal calls a meeting.
iii) Proxy or Quorum not present.
Chairman is an indispensable person for the successful
conduct of corporate meeting. He is person appointed to
regulate, control, direct the smooth conduct of the business
of a meeting so that the objectives of the meeting can be
APPOINTMENT OF CHAIRMAN:
1) By show of hands:
2) Appointment when poll is demanded:
Provisions for appointment of chairman:
1) The chairman of the board shall preside as chairman at
every general meeting of the company.
2) If there is no such chairman, or if he is not present within
15-minutes after the time appointed for holding the
meeting, or is unwilling to act as chairman of the meeting,
the directors present shall elect one of their member to be
chairman of the meeting.
3) If no director is willing to act as chairman then members
present shall choose one of their member to be chairman
of the meeting.
DUTIES OF CHAIRMAN
He must ensure that the meeting is properly convened by
giving a proper notice.
He must ensure that the meeting is duly constituted, i.e.,
himself and quorum is there.
He must ensure that order and decorum is maintained
during the meeting.
He must ensure that the provisions of act and articles are
He must ensure that the proceedings at the meeting are
properly and regularly conducted.
He must decide whether the motion and amendments are in
order and within scope of the meeting.
He must ensure that the sense of the meeting is properly
ascertained with regard to any question which properly
comes before the meeting.
He must ensure that all members, including the minority,
get an equal opportunity to express their views.
He must act at all times bona fide in the best interest of the
INTERRUPTIONS IN DEBATE/DISCUSSIN
During the meeting members may interrupt the proceedings
in various ways:
2. Point of order
3. Closure motion
4. Previous Question
5. Next Business
An amendment is any alteration of the motion proposed by
a number before it is voted upon and adopted.
General Rules regarding amendment:
1. The amendment must always be affirmative in form.
2. It should be seconded.
3. It must not be a mere negation of the original motion or a
4. It must be relevant to the subject matter of the main
5. It should be moved before the original motion is put to
6. It can be moved and seconded by a member who has not
already spoken on the original motion .
7. It must be within the scope of the notice of the meeting.
8. A person can move only one amendment.
9. The mover of the amendment has no right to withdraw it
unless the members present agree to the withdrawal.
10. When the amendment motion is put to the meeting, if
passed ,becomes a resolution.
2. Point of order
Sometimes, during the debate on a motion or during the
conduct of proceedings of the meeting a member wants to
draw attention of the chairman to some irregularity.
In such a case, he raises a point of order. Usually , point of
order is raised in the following cases:
1.Where incorrect procedure is being adopted or procedure
laid down by the rules is not followed.
2.Where the member is speaking in express of the scope of
3.When a member makes derogatory remarks or uses abusive
4.When there is absence of quorum.
3. Closure Motion
When a member moves a motion in order to end or close
prolonged discussion on a motion before the meeting, It is
said to be a closure motion.
4. Previous Question
It is formal and procedural motion.
The motion under discussion should not be voted upon or
voting should be deferred
Such a motion can be moved by a member who has not
already spoken on the motion
The previous question motion may be debated but no
amendment can be made to it
5. Next Business
The formal motion of ‘next business’ is moved with a
view to postpone or shelve a discussion and decision on
any motion before the meeting
More important and urgent agenda need to be discussed
meeting may proceed to next business
After seconded it is put to vote
If it is lost , discussion on the main motion is resumed
and decision id taken
i) Adjournment of debate
ii) Adjournment of meeting
i) Adjournment of debate is moved with the object of
suspending or deferring discussion on the main motion
•A member moves such motion when he is of the opinion
that information is enough and more discussion is needed
to reach to a decision
METHODS OF ASCERTAINING SENSE OF
1. By acclamation:
2. By voice vote
3. By division
4. By standing vote
5. By show of hands
6. By ballot
7. By poll
A proxy is person appointed by a member of a company to
attend and vote on his behalf as per his directions at a
meeting of the company.
PROVISION REGARDING PROXY
1) A member can appoint:
Any member of a company entitle to appoint another
person as his proxy to attend and vote instead of himself.
i) A member of a company not having a share capital cannot
ii) A member of a private company shall not be entitled to
appoint more than one proxy to attend same occasion .
2. Person entitled to be appointed as proxy:
Any person may be appointed as proxy. He may or may
not be a member of the company.
3. Appointment procedure:
i) The appointment of a proxy must be made on an
instrument in the prescribed form.
ii) It must be in writing.
iii) The instrument appointing a proxy shall be signed by
the appointer or his attorney duly authorized in writing.
iv) Clearly state the name of the person so appointed.
v) Date & common seal ,if proxy is appointed by a
4. Time of lodging proxy or proxy instrument:
The duly completed instrument of proxy must be deposited
with the company 48 hours before the time fixed for the
Proxy forms can be inspected during 24 hours beginning
before the time fixed for the meeting. The proxy form
shall open for inspection during business hours.
6. No Proxy at Company cost:
If an invitation is issued at the expense of the company
asking any member to appoint a particular person as
proxy, every officer of the company who is default, shall be
liable to a fine up to Rs.10000
7. Revocation of proxy:
A member may revoke the proxy’s authority by attending
and voting himself before proxy has voted.
8. Rights of Proxy:
i) He can vote but not have a right to speak.
ii) A proxy has to vote only on a poll.
iii) He cannot speak to a meeting unless he is allowed by the
chairman of the meeting.
iv) A proxy appointed by the president or the governor can
speak ,take part in discussions, vote by show of hands,
demand a poll. He may even appoint a proxy to attend
and vote instead of himself.
9. Relationship between member and proxy:
The relationship between a member and his proxy is that
of a principal and agent. Therefore , the proxy is bound to
act in accordance of with the instructions of the member
MINUTES OF MEETING
Minutes means official record of the proceedings of a
meeting or the business transacted at a meeting.
KINDS OF MINUTES:
1) Minutes of resolutions
2) Minutes of narration
3) Combination of resolutions as well as narration
1) Minutes of resolution:
When minutes of resolutions are recorded, only the
decisions arrived at the resolution passed at the meeting
2) Minutes of narration:
The minutes are recorded in summarized form only
summarized account of discussions, business transacted
, decisions arrived, number of vote cast for favor and
against a resolution.
3) Combination method:
All the details of resolution and narration minutes are
Contents of minutes
i) Number, Date and place.
ii) The name of the chairperson, the name of directors,
secretary, the number of members present etc.
iii) Past meeting record.
iv) Description of resolution passed, business transacted and
decisions taken at the meeting.
v) Contracts approved, if any.
vi) Special resolution passed, if any.
vii) Signature of chairman and date of confirmation.
Legal provision relating to minutes
1) Mandatory to record minutes
2) Within thirty days
3) Minute book
4) Numbering of each page
5) Signing of minutes
7) Contents of minutes of Board meeting
9) Minutes to be evidence
10)Inspection of minute book of general meeting
11)Publication of reports of proceedings of general
A motion is a proposal/matters submitted for discussion and
decision before a general meeting.
It is presented by the chairman of the meeting as well as by
any member of the company with the permission of the
Kinds of Motions
1) Original or agenda motions:
Notified motions for which a formal notice is sent.
2) Formal or procedural motions:
Which arise out of discussions during the meeting.
A resolution is a formal decision of a meeting on any
proposal presented before it.
Kinds of Resolution
i) Ordinary resolution
ii) Special resolution
iii) Resolution requiring special notice