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Meetings of a company

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Meetings of a company

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Meetings of a company

  1. 1. GENERAL PRINCIPLES OF MEETINGS MEETING Utkarsh Mishra
  2. 2. GENERAL PRINCIPLES OF MEETINGS MEETING • A meeting is a gathering or assembly of two or more persons at a predecided date, time and place for transacting certain lawful business.
  3. 3. 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.
  4. 4. 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 notice. 3. It must be convened to transact lawful business as per its agenda. 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.
  5. 5. 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.
  6. 6. NOTICE OF MEETING  For a valid meeting, a proper notice is a pre-requisite. In connection with a proper notice , the following things must be considered: 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.
  7. 7.  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.
  8. 8. 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
  9. 9. 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 categories: i). General Business ii). Special Business
  10. 10. 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 business. b) Nature and extent of interest of every director and the manager in any item of special business.
  11. 11. 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.
  12. 12. 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. AGENDA  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 chronological order.  The chairman can change the order of items or business with the consent of the members.
  13. 13.  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  Quorum means the presence of certain minimum number of members which is required at a meeting for transacting its business.
  14. 14.  In the absence of quorum ,the proceedings of the meeting are invalid.  The provisions with regard to the quorum for meeting are as follows: 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.
  15. 15. 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.
  16. 16. 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 meeting: i) Class meeting of shareholders. ii) Tribunal calls a meeting. iii) Proxy or Quorum not present.
  17. 17. CHAIRMAN  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 effectively achieved.  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.
  18. 18. 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.
  19. 19.  He must ensure that order and decorum is maintained during the meeting.  He must ensure that the provisions of act and articles are observed.  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.
  20. 20.  He must act at all times bona fide in the best interest of the company. INTERRUPTIONS IN DEBATE/DISCUSSIN  During the meeting members may interrupt the proceedings in various ways: 1. Amendment 2. Point of order 3. Closure motion 4. Previous Question 5. Next Business 6. Adjournment
  21. 21. 1. Amendment  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 counter proposal. 4. It must be relevant to the subject matter of the main motion. 5. It should be moved before the original motion is put to vote. 6. It can be moved and seconded by a member who has not already spoken on the original motion .
  22. 22. 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.
  23. 23. 2.Where the member is speaking in express of the scope of notice. 3.When a member makes derogatory remarks or uses abusive language. 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
  24. 24. 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
  25. 25. 6. Adjournment  Two types- 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
  26. 26. METHODS OF ASCERTAINING SENSE OF MEETING 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
  27. 27. PROXIES  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. LIMITATIONS: i) A member of a company not having a share capital cannot appoint proxies. ii) A member of a private company shall not be entitled to appoint more than one proxy to attend same occasion .
  28. 28. 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 company.
  29. 29. 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 meeting. 5. Inspection: 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
  30. 30. 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.
  31. 31. 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 appointing him. 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
  32. 32. 1) Minutes of resolution: When minutes of resolutions are recorded, only the decisions arrived at the resolution passed at the meeting are recorded. 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 mentioned.
  33. 33. 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.
  34. 34. 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 6) Contents 7) Contents of minutes of Board meeting 8) Penalty 9) Minutes to be evidence 10)Inspection of minute book of general meeting 11)Publication of reports of proceedings of general meeting.
  35. 35. MOTION  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 chairman. 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.
  36. 36. RESOLUTIONS  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

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