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MEETINGS :, MEETING 2, Minute, Category Of Meeting, MEETING 3, S. 297 …

- - - - Class Meeting - where one person held all the shares of a particular class, eg: preference share - East
      - ii. Board Meeting/ Committee Meeting- where the directors have fixed a quorum of one (power to fix is given by the 3rd Schedule of CA2016.
      - iii. Meeting convened by the Court- Section 314- where the court may direct - Foo Tong Eng v Poh Gun
      - Meeting of a wholly owned subsidiary attended by a
        corporate representative – Sec 6, Sec 333
- - - - Sec 317 (1) - Notice of a meeting of members of a company shall state :check:the place, date and time of the meeting; and :check:the general nature of the business of the meeting.
      - Length of Notice :star: A meeting shall be called by notice in writing of not less than 14 days (ordinary resolution)
        :star: Special resolution- notice of 21 days is required - sec
        292
        :star:14 or 21 days- shall be clear days notice if the
        constitution are silent on this matter.
        :star: Public companies/ listed companies- the AGM must
        be convened by 21 days of notice
        
        Short Notice A meeting shall called by a notice shorter than it is required by sub (2) if it is so agreed in writing:
        :check: In the case of a meeting called as AGM, by all members entitled to attend and vote. – Section 316 (3)
        :check: In the case of any other meeting – Section 316 (4) & (5)
    - - BMLR Para 7.15: Notices of meetings of Listed Companies :check:advertisement in at least 1 nationally circulated Bahasa Malaysia or English daily
        newspaper and in writing to each stock exchange upon which the company is listed.
        
        Validity of the Notice
        
        :star:A meeting must be properly convened, and giving proper notice is a
        fundamental requisite for a valid meeting
        :star:No meeting shall be valid if the notice of meeting is invalid
        :star:A notice needs to be issued with proper authority
        
        Right to requisition a meeting :check:Shareholders have a right to requisition a meeting in good faith and for a proper purpose. :check:Directors of a company have to convene a meeting that has been requisitioned by members. :check:Sec 311 stipulates the power of members to require directors to convene meetings of
        members.
        
        Meeting Requisitioned by members
        
        Directors shall call for a meeting of members once the company has
        received the requisition from:
        :check: Members representing not less than 10% of the paid up capital;
        :check: Members representing at least 5% of the total voting rights.
        
        The Convening Authority
        
        :star: Meeting convened by directors – Sec 310 (1)
        :star: Meeting convened by members holding at least 10%of the issued share capital of a company or a lower percentage as specified in
        the constitution or if the company has no share capital, by at least 5% in the number of the members.
        :star: Meeting requisitioned by members – sec 311
        :star: Meeting convened by court – sec 314
        :star: A meeting summoned without authority is invalid: Re State of Wyoming Syndicate (1901)
        
        Service of Notice
        
        :check: Notice must be given to members in accordance with the relevant provisions of
        the constitution – i.e. Sec 321. :check:If the constitution is silent as to who is entitled to the notice, the notice shall be
        served to every member having right to attend and vote.
        :check:Sec 316 (6) - accidental omission to give notice to or the non receipt of the notice
        by member shall not invalidate the meeting.
- - - - The constitution of the quorum at the meeting
        
        The validity of anything he did as chairperson of a meeting
        
        The validity of a poll demanded by him at a meeting
        
        The validity of the vote exercised by him at a meeting
- - - - To take a poll vote – R v D’Oyley (1840)
      - When it is impossible to maintain order - John v Rees (1969)
      - Where the rules give him express power to adjourn
      - Failure to muster a quorum – Sec 328 (4)
      - . \Where there is a “count out” i.e. where the quorum is not maintained
- - - - Motion
        
        Seconding the motion
        
        Discussion
        
        Formal/ procedural motions
        
        Amendments
        
        Amendments put to the vote
        
        Substantive motion
        
        Amendments to substantive motio
    - - After adequate time has been allowed for discussing it, it is put to the vote.
        
        If various amendments have been accepted, it may be put to the vote to the meeting as a substantive motion, and either carried or rejected
        
        It may be shelved if the previous question is moved and accepted by the meeting
        
        It may be dropped - by the proposer himself, with the consent of the meeting or because of failure to find a seconder
    - - Less customary ways term is more commonly associated with the case where a person who gave notice of a motion decides to withdraw it.
  - - - Can effectively terminate, defer or prevent discussion of business when it is a waste of time to continue with the business in hand.
        
        Amendment –a formal motion cannot be amended
      - Types of formal motion
        
        “That the meeting proceed to next business”
        
        “That the meeting postpone consideration of the subject
        
        “That the question be Now put”
        
        “that the question be Not now put” The purpose : to get the meeting to decide whether the original motion shall .
        
        “That the debate be adjourned
        
        “That the meeting be adjourned
        
        “That the recommendation be referred back to the committee
- - - - Sec 329- the chairman should be the chairman at every general meeting of the company
      - If he not present within 15 minutes or not willing to act, the members present can elect one members to be chairman of meeting
      - duration- depend upon regulations that governs the meeting
        
        One particular meeting
        
        One year
        
        even for life
    - - impartiality- posses sense of fair and make decision strictly
      - strength of character- be considerate and strength of character to be firm when ruling on points of order
      - personality- ability to cammand respect of the meeeting
      - resourcefulness - quick decison and can answer awkward question
      - clarity of speech- be able to announce clearly the decision of the meeting and less talking
      - ability to maintain discipline- set good example toward others
    - - remove disorder person
      - deal with business order
      - conduct
      - demand for a poll
      - constitution
      - give reasonable time to discuss
      - notice
      - sense of meeting
    - - To use casting vote
      - To order the removal of disorderly persons
      - To decide points of order
      - To adjourn the meeting
      - To maintain order
    - - by appointer
      - by board of Directors
      - A chairman who has been elected by the meeting can be removed by the meeting (members)
  - - - the minimum number of persons entitled to be
        present at the meeting
      - Sec 328-
        
        company that have one member personally present at a meeting shall constitute a quorum
        
        two members personally present at a meeting or by proxy shall be a quorum unless a higher number is specify
    - - prescribed number of members must be present
      - must be effective embers
      - Bankruptcy does not necessarily debar a member from voting
      - not every members of quorum must vote
    - - failure to maintain quorum
      - incompetent quorum
      - failure tu muster a quorum
      - effect of absence
        
        meeting is invalid
        
        business transacted (resolution passed) is invalid
        
        exception- where the irregularity principle applies
        
        The court has power to validate the proceeding at a meeting (absence/ lack of quorum)
- - - - Give notice of the postponement to those
        entitled to attend by advertisement in the press
      - post explain the reason for the
        postponementand at the same time send a
        fresh notice in correct form, stating with new date
      - Notify those entitled to attend by advertisement and/or post explaining the circumstances
- - - - Failure to conduct the meeting in accordance with the regulations
        governing the meeting
        :check: Chairman’s failure to ensure that the sense of the meeting is properly ascertained.
        :check: .Chairman refusal to allow the proposal of a legitimate and
        relevant amendment
        
        Failure to record the proceedings of the meeting :check: preparing, updating and maintaining the minutes book.
- - - - Section 309 - Members’/ shareholders’ resolution
        – A resolution shall be validly passed at a meeting of members if— – notice of the meeting and of the resolution is given; and – the meeting is held and conducted, unless otherwise provided by the constitution
      - Directors’ Resolution
        
        The BOD exercises its power by passing directors’ resolution. The directors’ resolution generally require a simple majority of votes
      - Written Resolution
        
        S. 290
        
        Only for private company,
        
        Passed when required majority is fulfilled:
        75%, special resolution
        50&, ordinary resolution
  - - - Special notice is to be given when:
        
        Resolution to remove director,
        
        Appointment of another person in place of director so removed S206(3)
        
        Removal of director S271(1)
- - - - Listed Company - BMLR Para 7.17,
        Member of the company shall be entitled to be present and to vote at any general meeting
        
        Ways of voting
        
        Common method are show of hands and poll
        
        Voice
        
        Show of hand
        
        S. 330
        At any general meeting, the vote shall be decided by show of hands unless the poll is demanded
        S. 330(2)
        A declaration by chairperson that resolution has passed and entry that effect the minutes shall be conclusive evidence
        
        The chairman will announce the result
        
        Unless a poll is demand, declaration by chairman and entry that effect by minute book shall be conclusive evidence
        
        Once poll is demanded, votes of show of hands become nullified
        
        By poll
        
        Two main characteristic of poll:
        
        Vote are cast in writing
        
        Votes are given proportionately to the number of shares held. May be cast behalf absent member (proxy)
        
        If chairman refuses to take poll, the resolution passed on show of hand will be invalid. Meeting has to pass resolution again by poll and if poll is withdrawn, another show of hands must be taken
        
        Procedure on taking poll vote
        
        1 more item...
        
        By ballot
        
        By division
        
        Acclamation
- - - - If the court satisfied, member who requested the circulation will pay the whole or part of the cost
      - S. 306 and S. 307
        Procedure for signifying agreement:
        
        A member send document to the company,
        
        Shall be passed when required majority have signified their agreement,
        
        Must be signed within 28 days from date of circulation
        
        A members' agreement to a written resolution cannot be revoked once signed