CONTENTS:  Nature and Classification of

meetings
 Essentials of meetings
 Proceedings at meetings
 Voting
 Resolution
 Minutes
DEFINATION

 Neither the Companies Act defines the term meeting nor have
Courts provided a legal definition.
 They appear to have adopted the ordinary meaning of the term.
In the words of Lord Colleridge in Sharp V Dawes (1876)
 “The word meeting prima facie means a coming together of
more than one person”
 The ordinary meaning of the term meeting is an assembly of
persons. It therefore follows that one person cannot constitute
a meeting. This is the rule in Sharp V Dawes where a single
shareholder purported to hold a meeting to pass a resolution to
make calls.
Exceptions to the rule in Sharp V Dawes

 Directors meeting.
 Class meeting.
 Creditors meeting.
 Adjourned meetings.
 AGM’s summoned by or in accordance with the Registrar’s
directions
 General meeting summoned pursuant to a Court order.
TYPES OF COMPANIES
MEETINGS.

 Directors Meeting This is a meeting of members of the board

and may be held at any time when need arises.
 Class meeting This is a meeting of holders of a particular class
of shares of the company and can only be held if the
company’s capital is divided into different classes of shares for
examples ordinary, preference deferred.
 Adjourned meeting This is a continuation of an earlier
meeting.
 
TYPES OF COMPANIES
MEETINGS

 Statutory meeting This is special meeting held by public

companies once in their life time whose agenda is the statutory
report.
 The statutory report This is a report prepared by director for
submission to members at the statutory meeting.
 
CONTENTS OF THE STATUTORY REPORT

 Total number of shares allotted distinguishing the fully and partly

paid.
 Total amount of cash received in respect of the allotted shares.
 An abstract or receipts and payments and the transaction they relate
to.
 Name, postal address and description of directors and the
Secretary, the auditor and manager if any.
 Particulars of any contract to be submitted to the meeting or
modification and the particulars of the proposed modification.
 An Auditor’s Certificate on the shares allotted, cash received and
the abstract of receipts and payments.
TYPES OF CAMPANY

 Annual General Meeting This is a meeting held by

companies each year to consider ordinary business.
 Extraordinary General Meeting This is a General Meeting
which a company may hold at any time when need arises. It
generally considers special business and may be summoned by
directors, requisitionists, or pursuant to a Court order.
ELEMENTS OF A GENERAL MEETING

 Notice
 The chairman
 Quorum
 Proxies
 Voting
 Minutes
 Resolutions
NOTICE

 Shareholders must be given the requisite number of days for

the notice ordinarily 21 days.
 The notice must state:
 The nature and type of the meeting.
 The agenda of the meeting.
 Date, time and place of the meeting.
 The resolutions proposed to be passed as special.
  Signature of the person convening the meeting.
THE POWERS OF A CHAIRMAN

  To call the meeting to order.

 To determine who speaks and for how long.
 To close discussions after an issue has been reasonably debated.
 To declare the outcome of voting by show of hands or by poll.
 To use a second or casting vote in the event of a ties.
 To demand voting by poll.
 To make decisions on points of order which are deemed correct?
 To adjourn the meeting in the event of disorder or inadequate space. However
this power must be exercised in good faith.
 To close the meeting at the appropriate time.
 
FUNCTIONS AND DUTIES OF THE CHAIRMAN:

 To maintain order in the conduct of those present at the meeting.

 He must inform himself of the business of the meeting.
 He must satisfy himself that the meeting is duly constituted.
 He must satisfy himself that a quorum of members is present at the time the meeting
proceeds to business.
 Frame issues for discussion by the meeting.
 Determine whether proposed amendments are in order.
 Confine discussions within the issues and reasonable limits of time.
 Ensure that the sense of the meeting is kept by asking relevant questions.
 Ensure that minutes of the meeting are kept.
 Conduct voting by show of hands or poll.
 Sign the minutes of the meeting or previous meeting.
QUORUM

 This is the minimum number of persons who must be present

for a company meeting to transact business.
 The number is generally fixed by the Articles failing which the
Act applies in which case, two members present in person
from a quorum for a private company meeting, while three
members present in a person constitute a quorum for a public
company meeting.
PROXIES

 Proxy means the form by which the shareholders appoint

another person to attend a meeting on his behalf or the person
so appointed to attend the meeting.
 The general proxy - This is a proxy empowered to vote as he
wishes having regard to the discussion at the meeting.
 Special proxy - This is a proxy appointed to vote either for or
against a particular resolution before the meeting.
Once appointed, a proxy enjoys certain rights:

 The right to attend the meeting.

 Right to join other proxies or member to demand voting by
poll.
 Right to vote by poll.
 Right to speak in the case of a private company meeting.
VOTING

 Persons entitled to vote at General Meetings:

 Persons whose names appear on the register are prima facie
members and are entitled to vote.
 The vote of a corporation which is a member is given by its
authorized representative.
 A person of unsound mind votes through the manager appointed
under the Mental Health Act or the said manager’s proxy.
 A bankrupt member whose name remains on the register may vote.
 Joint holders of a share determine who among them is to vote
failing which the member whose name appears first on the register
votes.
VOTING

 Voting by show of hands

This is the basic common law method of voting where every
member has one vote. It is the duty of the chairman to count the
hands and decide the outcome.
VOTING

 Voting by poll This is voting on the basis of shares held. The

demand for a poll may be revoked before voting takes place,
otherwise voting takes place in accordance with the direction
of the chairman who declares the outcome which becomes the
decision of the meeting thereafter.
MINUTES

 Minutes are a record of the proceedings of meetings. Company

law requires minutes to be kept of all company meetings
including general, directors' and managers' meetings. The
minutes must be signed by the chairman of the meeting or that
of the subsequent meeting.
 Such minutes constitute evidence of the proceedings of the
meeting. Minutes are deemed to have been taken at a properly
convened and held meeting where all appointments were made
in accordance with the law.
 
RESOLUTIONS

 Company meetings make decisions by passing resolutions. A

resolution is proposed, deliberated upon and voted on.
 A proposed resolution may be amended as long as the
amendments do not negate its main purpose. The Companies
Act recognizes three types of resolutions as follows;
TYPES OF RESOLUTIONS

 Ordinary resolution According to of the Companies Act, a

resolution is an ordinary resolution of the members (or of a class of
members) of a company if it is passed by a simple majority. This is
more than 50%) of votes cast and requiring 14 days' notice.
 Company resolutions that require an ordinary resolution include:
 Election of directors.
 Adoption of accounts.
 Declaration of dividends.
 Authorizing a bonus issue.
 Increase of share capital.
TYPES OF RESOLUTIONS

 Special resolution According to the Companies Act a resolution is a special

resolution of the members (or of a class of members) of a company if it is passed by
a majority of not less than seventy-five percent. This resolution is required to:
 Altering the Articles.
 Restrictions of the objects clause.
 Voluntarily change the company name.
 Conversion of private company to a public company.
 Creation of reserve capital.
 Reduction of capital.
 Winding up by the company.
 Presenting a petition by the company for an order for a compulsory winding up
 To vary class rights
TYPES OF RESOLUTIONS

 Written resolutions
 This are provided under Sec 262(1) of the Companies Act and
are provided for private companies.
 A private company can pass any decision needed by a written
resolution, except for removing a director or auditor before
their term of office has expired.
TYPES OF
COMPANY
MEETINGS

STATUTORY MEETING.
DIRECTORS MEETING
CLASS MEETING
ANNUAL GENERAL
MEETING
EXTRAORDINARY
GENERAL MEETING
COMPANY MEETINGS
STATUTORY MEETING

 Every company limited by shares and every company limited

by guarantee and having a share capital shall, within not less
than one month and not more than six months from the date at
which the company is entitled to commence a business, hold a
general meeting of the members of the company.

 This meeting is called the ‘statutory meeting.’ This is the first

meeting of the shareholders of a public company and is held
only once in the lifetime of a company.
STATUTORY MEETING

 Statutory report: The Board of directors shall, at least 21 days (based on

Companies Act) before the day on which the meeting is to be held,
forward a report, called the ‘statutory report,’ to every member of the
company.

 Procedure at the meeting;

 List of members,
 Discussion of matters relating to a formational aspect,
 Adjournment.
 Objects of the meeting and report;
Objects of the meeting and report;

 To put the members of the company in possession of all the

important facts relating to the company.
 To provide the members an opportunity of meeting and
discussing the management, methods, and prospects of the
company.
 To approve the modification of the terms of any contract
named in the prospectus.
ANNUAL GENERAL MEETING

 Company to hold an annual general meeting every year. Every company shall in each
year hold, in addition to any other meetings, a general meeting as its annual general
meeting and shall specify the meeting as such in the notice calling it.

 There shall not be more than 15 months between one annual general meeting and the
other. But the first annual general meeting should be held within 18 months from the
date of its incorporation.

 The Registrar may, for any special reason, extend the time for holding an annual
general meeting by a period not exceeding 3 months. But no extension of time is
granted for holding the first annual general meeting.

 Every annual general meeting shall be called during business hours on a day that is not
a public holiday
ANNUAL GENERAL MEETING

 It shall be held either at the registered office of the company or

at some other place within the city, town, or village in which
the registered office of the company is situated.

 As regards holding of the annual general meeting, no

distinction is made between a public company and a private
company.

 A general meeting of a company may be called by giving not

less than 21 days’ notice in writing.
ANNUAL GENERAL MEETING

 Annual general meeting a statutory requirement: The annual general

meeting of a company is a statutory requirement. It has to be called
even where the company did not function during the year.

 Canceling or postponing of convened meeting: Where an annual

general meeting is convened for a particular date, and notice is issued
to the members, the Board of directors can cancel or postpone the
holding of the meeting on that date provided power is exercised for
bona fide and proper reasons.

 Canceling of failure to hold an annual general meeting: If a company

fails to hold an annual general meeting:
ANNUAL GENERAL MEETING

 Any member can apply to the Company Law Board for calling the meeting.
 The company and every officer who is in default shall be punishable with a
fine.
 Powers of Company Law Board to call an annual general meeting: If a
company makes the default in holding an annual general meeting, any
member of the company may apply to the Company Law Board for calling
such a meeting.

 Penalty for default: If a company makes the default is holding a meeting by

Company Law or in complying with any direction of the Company Law
Board is calling a meeting, the company, and every officer of the company
who is in default, shall be punishable with fine.
EXTRAORDINARY GENERAL MEETING

 A statutory meeting and an annual general meeting of a company are

called ordinary meetings.

 Any meeting other than these meetings is called an extraordinary

general meeting. It is called for transacting some urgent or special
business which cannot be postponed till the next annual general
meeting.

 It may be convened. (1) By the Board of directors On its own or on

the requisition of the members; or (2) by the requisitionists
themselves on the failure of the Board of directors to call the meeting.
EXTRAORDINARY GENERAL MEETING

 The extraordinary meeting convened by the Board of directors.

The Board of directors may call an extraordinary general
meeting:
 On its own.
 On the requisition of the members.
 An extraordinary meeting convened by the requisitionists
Power of Company Law Board to order meeting: If for any
reason it is impracticable for a company to call, hold or
conduct an extraordinary general meeting, the Company Law
Board may call an extraordinary meeting.
CLASS MEETINGS

 Under the Companies Act, class meetings of various kinds of shareholders and creditors are
required to be held under different circumstances.

 Class meetings of the holders of different classes of shares are to be held if the rights attaching to
these shares are to be varied.

 Requisites of a Valid Meeting

 A meeting can validly transact any business if the following requirements are satisfied;

 The meeting must be duly convened by proper authority.

 Proper notice must be served in the prescribed manner.
 A quorum must be present.
 A chairperson must preside.
 Minutes of the proceedings must be kept