TOPIC 4 - MEETING

REQUIREMENTS FOR BINDING RESOLUTION AND VALID 2. SPECIAL RESOLUTION NOTICE OF MEETING
MEETINGS SEC 292(2).....a resolu<on of which not less than
21 days no<ce is given passed by a majority of not TO?
less than seventy-five per centum of such No<ce must be given to :
members— ¨ 321. (1) No<ce of a mee<ng of members shall be given
(a) who are en+tled to vote and do vote in person, to every member, director and auditor of the company
or where proxies are allowed, by proxy at a ¨ Persons whose names appear on the register of
mee<ng of members; members
Types of resolu<on or ¨ Persons whose name appear on the central depository
(b) who are en+tled to vote on a wri5en ¨ person who is en<tled to a share in consequence of the
1. ORDINARY RESOLUTION resolu+on. death or bankruptcy of a member who, but for his
VOTING % death or bankruptcy, would be en<tled to receive
Sec 291(1)....by a simple majority of more than 3. RESOLUTION REQUIRING SPECIAL NOTICE no<ce of the mee<ng and the company has been
half of such members— • When? no<fied of the person’s en<tlement in wri<ng
(a) who are en+tled to vote and do vote in person, a. Removal of auditors= sec 27791) CONTENTS OF NOTICE
or where proxies are allowed, by proxy at a b. Removal of directors of public ¨ 317. (1) No<ce of a mee<ng of members of a company
mee<ng of members; company= sec 206(3) shall state—
or • 322. (1) ...unless no<ce of the inten<on to (a) the place, date and +me of the mee+ng; and
(b) who are en+tled to vote on a wri5en move it has been given to the company at (b) the general nature of the business of the mee+ng
resolu+on. least twenty eight days before the mee<ng at and
NOTICE which it is moved. ¨ Sec 292(5) (a) if it is to be passed as a special
• 316. (1) A mee<ng of members of a private resolu<on, the no<ce includes the text of the
company, other than a mee<ng for the passing of WHO MAY CONVENE MEETINGS? resolu<on and states that the resolu<on is proposed as
a special resolu<on, shall be called by no<ce of at ¨ 310. A mee<ng of members may be convened a special resolu<on;
least 14 days or any longer period specified in its by— CONDUCT OF MEETINGS
cons<tu<on. (a) the Board; or 1. Quorum- sec 328
• 316(2) (b)for Bhd: by no<ce of at least 14 days or (b) by any member holding at least 10 % of the issued share 2. Chairman- sec 329
any longer period specified in its cons<tu<on capital of a company or a lower per centum as specified in 3. Agenda
• 316(2)(a) For AGM, at least 21 days or any longer the cons<tu<on or if the company has no share capital, by at 4. Vo<ng
period specified in its cons<tu<on least 5% in the number of the members. En<tlement to vote –sec 293
¨ 311 & 312- members may request BOD to convene Method of vo<ngs- sec 294
mee<ng i. by show of hands
¨ 314- court may convene mee<ng ii. by poll
5. Declara<on of results:
Sec 330
Sec 332
6. Adjournment
7. minutes

You are advised to read your handbook.

Additional notes are merely to ease your understanding.
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