Meetings of board of directors; 2. As used in this article: 1. A member may appoint another person to attend and vote at a meeting on his behalf. Meetings of the Directors Meetings of directors are called Board Meetings. Voting may be by way of a show of hands or by a poll provided 21 days notice has been given for the meeting. The Board must, within 21 days of the receipt of a valid requisition, issue a notice for the holding of the meeting on a date fixed within 45 days of the receipt of the requisition. Where any items of special business are to be transacted at the meeting, an explanatory statement setting out all materials facts concerning each item of the special business including the concern or interest, if any, therein of every director and manager, is any, must be annexed to the notice.
A member may appoint more than one proxy to attend on the same occasion. Calling of Extra Ordinary General Meeting on the Requisition of Members. Notice of Meeting: The directors will send a notice of the meeting to all the members of the company at least 21 days before the meeting. The Institute of Chartered Secretaries and Administrators recently published a guidance note on the conduct of voting at general meetings. Where minutes of the proceedings of any meeting have been kept properly, they are, unless the contrary is proved, presumed to be correct, and are valid evidence that the meeting was duly called and held, and all proceedings thereat have actually taken place, and in particular, all appointments of directors or liquidators made at the meeting shall be deemed to be valid.
I the interval between any two annual general meetings must not be more than fifteen months. Meaning and Definition of Company Meeting 2. A meeting without the minimum quorum is invalid and decisions taken at such a meeting are not binding. Not more than 15 months shall elapse between the date of one Annual General Meeting and the next. The notice must give sufficient indication of the business of the meeting, so that a shareholder can decide whether to attend or not.
Accidental omission to give notice to, or the non-receipt of notice by, any member or any other person on whom it should be given will not invalidate the proceedings of the meeting. The chairman may exclude from the minutes any matters which are defamatory, irrelevant or immaterial or which are detrimental to the interests of the company. The meeting must be conducted in accordance with the regulations governing the meetings. Proceedings at general meetings 40. If default is made in complying with the provisions of Section 165, every Director or any other officer of the company who is in default shall be punishable with a fine which may extend to Rs.
Annual General Meeting Must be held by every type of company, public or private, limited by shares or by guarantee, with or without share capital or unlimited company, once a year. It also sets out the order in which the business is to be dealt with. So there is nothing in statute about the notice to be given for board meetings. Note, too, that resolutions can also be passed as without having a general meeting and there is now no statutory requirement for a private company to hold an Annual General Meeting, unless the articles make provision for one to be held. An agency may, but shall not be required to, expend additional moneys to implement the provisions of this subdivision. Any resolution circulated to the shareholders will lapse if it has not been agreed to by the necessary majority within 28 days.
Where a meeting is held, there is a legal requirement that minutes are taken and the Companies Act 2006 requires them to be retained for at least 10 years. Any resolution on which notice has been given according to the provision of the Companies Act may be passed whether the resolution was taken up before or after the last meeting. There are broadly three types of resolutions :- 1. If no place is stated in or fixed in accordance with the bylaws, special meetings shall be held at the corporation's principal office. For a private company where all directors are already on site, reasonable notice may be a few hours or even minutes; unless the articles or a board resolution say anything to the contrary, the notice can be written or oral and need not detail an agenda for the meeting. October 2008, provisions in Table A which conflicted with those of the Companies Act 2006 were omitted, so the previous version, which will still apply to many companies is used here. If the meeting has no definite object or summoned without any predetermined object, it is not a valid meeting.
If there are not within the United Kingdom sufficient directors to call a general meeting, any director or any member of the company may call a general meeting. An exact and definitive result is obtained, and much of the disruption which accompanies a show of hands is avoided. Characteristics of a Company Meeting 3. To be carried, it needs the support of 75 per cent of those voting or, on a poll, 75 per cent of the votes cast. The quorum for Board Meeting should be at least two directors or one-third of total strength of the Board of Directors, whichever is more subject to a minimum of two directors. The notice should mention the place, time and date of the meeting.
Copies of such records may be made available for a reasonable fee, determined in the same manner as provided therefor in article six of this chapter. A notice of at least 21 days before the meeting must be given to members unless consent is accorded to a shorter notice by members, holding not less than 95% of voting rights in the company. Calling of Extra Ordinary General Meeting by Directors. Where a vote is close, the decision as to whether the resolution is passed can be subjective unless an accurate count is taken. The pages of the minute books must be consecutively numbered and the minutes must be recorded therein within 30 days of the meeting.
Ordinary means consideration of accounts and the Balance Sheet; declaration of dividend; appointment of directors and appointment and fixation of remuneration of auditors. However, the Central Government is empowered to relax the rule with regard to any class of companies Section 285. They are generally conducted when the company wants to vary the terms of security or to modify their rights or to vary the rate of interest payable etc. A meeting may be called by a shorter notice if all members give their consent. Resolutions establishing committees may dictate quorum, notice and other requirements; failing that, they will follow the same rules as for the full board.
To Discuss Statutory Report: Another objective of this meeting is to discuss statutory report of the company. In this case a proxy can vote, exercising the same number of votes as the member he represents. Meeting of Debenture Holders 8. The articles of association of a company, therefore, provides freedom to conduct extraordinary general meetings to sort out such issues. It has been held by Courts that unless the articles otherwise provide, a quorum need to be present only when the meeting commenced, and it was immaterial that there was no quorum at the time when the vote was taken. Previous Notice: Previous notice is a condition precedent for a valid meeting.