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CHAPTER 12 COMPANY MEETINGS - Coggle Diagram
CHAPTER 12
COMPANY MEETINGS
Definition
A meeting generally connotes an interchange between two or more persons, or requires a plurality of persons.
The expression "meeting" was judicially considered in
Sharp v. Dawes
.
In that case held, "the word ‘meeting’ prima facie means a coming together of more than one person".
Types of meeting
STATUTORY MEETING
Sec. 142(1)
Applies to public company limited by shares only.
Within period not less than 1 month and not more than 3 months after its commencement.
Limited to matter relating to formation of the company
Statutory report – shares, cash, details, contracts, etc.
ANNUAL GENERAL MEETING
Members of the company will meet the directors or their representative and have opportunity to question on the company’s accounts, the directors’ report, company position and prospects.
Members can exercise their statutory right to vote.
Sec. 143(1)
- Once in every calendar year and not more than 15 months after the last AGM
First AGM, within 18 months after its incorporation
EXTRAORDINARY GENERAL MEETING
EGM Convened by Directors
Art.44 Table A
If directors think fit to convene an EGM.
Pergamon Press Ltd v Maxwell
Held: The power of a director to call a meeting was a fiduciary one which must be exercise in good faith and in the best interest of the company.
EGM Requisitioned by Members
Sec.144(1)
Share capital – not less than 1/10 of the paid up capital carrying voting rights at general meetings.
No share capital – not less than 1/10 of the total voting rights.
Sec.144 (2)
Object of the EGM, signed by requisitions and deposited to the registered office.
Sec.144(3)
Requisitions may convene the EGM if the directors did not do so within 21 days.
Must be held within 3 months after deposited.
EGM Convened by Members
Sec.145(1)
Two or more members:
Share capital – hold not less than 1/10.
No share capital – not less than 5% in number.
Special notice
NOTICE
Sec.145(2)
Notice in writing <14 days – other than to pass special resolution
Sec.145(3)
AGM – agreed by all members entitled to attend and vote.
Others – agreed by majority entitled to attend and vote.
Sec.152(1) - special resolution
Notice in writing <21 days.
Sec.145(4)
Notice must be served on every member having a right to attend and vote.
Sec.145(5)
Accidental omission to give notice shall not invalidate proceedings at meeting.
Art.45 Table A
Specify the place, the day and the hour of the meeting.
SPECIAL NOTICE
Pursuant to section 153, where special notice is required of a resolution under the Act the following procedures are required to be observed:
1) notice must be given to the company not less than 28 days before the meeting; and
2) the company must give notice to the members at the same time and in the same manner as it gives notice of the meeting. If that is not practicable, the company must give notice in any manner allowed by the articles not less than 14 days before the meeting.
Special notice under section 153 is required in the following circumstances, inter alia:
to remove a director of a public company
to remove an auditor of a company
to remove a liquidator in a members' voluntary winding up.
Voting
Important power conferred upon the members
Sec. 148(1) – right to attend any general meeting and vote on any resolution.
Place of meeting
S145A
– requires a meeting to be held in the state where the registered office is situated.
However, the meeting here confines to general meeting excluded the directors meeting.