Law of Meeting

1. Why do people hold meetings and for what purpose

A meeting may be defined as “an assembly of people for a lawful purpose” or “the
coming together of at least two persons for any lawful purpose” There are few types
of meeting and purpose:

Annual General Meeting –Section 143, CA 1965

  • To transact ordinary business
  • To consider ordinary accounts
  • To declare dividend
  • To re elect directors
  • To re appoint auditors

Class Meeting

Public Company t table statutory report: must be hold not less than 1
month and not more than 3 months from the date of Form 23

Extraordinary General Meeting

  • To transact special business
  • Length of notice will depends on the type of resolution to be moved
  • Exact wording of proposal resolution to be set out in the notice

Statutory Meeting – Section 142, CA 1965

Holders of class of shares

Variation of rights & privileges
Articles – quorum 2 persons holding > issued share of the class

2. What are ‘the information that must be stated in the notice of a meeting?

i) The name of the company;
ii) The type of meeting;
iii) The date, day and time of the meeting;
iv) The place of the meeting;
v) The business of the meeting indicating the nature of any “Special” business to be transacted i.e. agenda;
vi) The date of the notice;
vii) The signature and name of the convenor (i.e. usually that of the secretary); and
viii) Note to the notice regarding appointment of proxy, the time and place for deposit of the proxy form (in the case of general meeting of company).

3. What is an agenda in a notice of meeting?

The agenda of a meeting is the items of business to be dealt with at a meeting. The agenda paper sets out the items of business in the order which they are to be dealt
with at the meeting.

Example:

To receive…
To declare…
To elect…
To appoint…
To transact…
To consider…
To determine…
To fix…

Agenda of meeting be in any of the following forms:

“Skeleton Form”

Giving only the headings of the items to be dealt with

“Detailed Form”

Giving the complete headings and setting out in draft form the resolution to be submitted to the meeting for consideration.

The Chairman's copy of the Agenda

Giving more details than those given to members with a wide margin to facilitate note taking by the Chairman

4. What are the duties and powers of the chairman?

  • Preservation of order
  • Conduct of meeting – to see that the proceedings are properly and duly conducted; eg. a) the notice convening the meeting was in order;
    b) the requisite quorum is present
  • Sense of meeting – to ensure that the sense of meeting is ascertained such as:
    a) Putting the relevant question to vote;
    b) Causing a poll to be taken when duly demanded;
    c) Declaring the result of the poll taken;
    d) If authorised, using the casting vote when necessary
  • To maintain order throughout the meeting
  • To ensure that discussion and issued raised during meeting are reasonable and within the scope of the meeting & must not allow for discussion unless there is a motion before the meeting.
  • To give equal opportunity to all present who are entitled to speak and to allow a
    reasonable time for discussion before the motion is put to the meeting.
  • To decide points of order and incidental question arising which require decision during the meeting eg. validity of proxy
  • To ensure that the members present know exactly what the motion or the amendment that there are about to vote on.
  • Declare an adjournment of the meeting when it has been validly adjourned, or if it is proper for the meeting to be adjourned on the chairman's own authority.
  • To declare the meeting closed when its business has been completed
  • To act in the best interest of the company at all times

Table A Act 49:

the chairman if any of the board of directors shall preside as chairman at every general meeting of the company or if there is no such chairman or if he is not present within fifteen minutes after the time appointed for the holding of the meeting or is unwilling to act, the members present shall elect one of their number to be chairman of the meeting.

5. Dato' Zulkifhy is the chairman of a medium sized manufacturing company. He is Paid a full time salary and is expected to run the business as an Executive Chairman, with full benefits given under his service agreement with the company. After having attending talks on corporate governance, you realised that Dato' Zulkifhy is holding both the position as Chairman of the board and the Chief Executive officer. Write a briefing memo to the board of directors, explaining the rates and the recommendation of good corporate governance on this matter.