COMPANY MEETINGS

INTRODUCTION
• An official gathering of a company in order to make a
decision.

• In Sharp v Daves, the court held that the word meeting

prima facie means a coming together of more than one
person.

• Presently, meeting can be made by one person only.

• The decision can be taken either at the boards’

meeting or general meeting.
 Cont.
• The BOD shall decide on matters relating to business
and affairs of the company.

• The members may decide on matters of which the Act

requires for the shareholders’/members’ consent.
Eg: Alteration of company constitution, appointment of
director, auditor, liquidation of a company etc

• The shareholders’ may also have meeting to review the

management of the company’s business and affairs – s.
195
 Cont.
• All decisions of company shall be made by passing
resolution.

• Once a resolution is passed either at the boards’

meeting or general meeting and is made within the
power given by the law to them, such a resolution shall
represent the company decision thus, binding on the
company.
 MODES OF PASSING RESOLUTION
• Section 290

• Private Company: Resolution of members/class of

members shall be passed either by
a) written resolution
b) at a meeting of the members.

• Public company: Resolution of members/class of

members shall be passed only at a meeting of
members.
 TYPES OF RESOLUTION
• Ordinary Resolution (section 291)
: requires a simple majority (more than ½)
: Passed by members who present at the meeting or entitle to
vote a written resolution.
: requires for all matters except provides otherwise – s. 291 (3)

• Special Resolution (section 292)

: requires not less than 75% majority
: Passed by members who present at the meeting or entitled to
vote a written resolution.
: The Act requires the matter to be passed as special.
 1 ST MODE: WRITTEN RESOLUTION
• Section 297
: It is a resolution passed without convening and
holding a general meeting
: Certain matters cannot be decided by written resolution - s.297
(2)

• Who is entitled to receive written resolution : s.298

• How to circulate: section 300

• Procedures for circulation : section 301/302/303

• Period of circulation : section 307

 2ND MODE: RESOLUTION PASSED AT A
MEETING
See Division 5 of the CA 2016: TYPE OF MEETING

a) the General Meeting/meeting of members : subdivision 3

b) the Annual General Meeting : section 340

c) the Extra-Ordinary General Meeting : x reference is

specifically made in the Act

d) Class Meeting : section 339

 CLASS MEETING
• Section 399: Application of class meeting

• Class meeting: Class of members or class of shares.

• Section 328 and 330 are not applicable

• The quorum: section 328 (3) & (4)

 RULES FOR CONVENING A MEETING

• Section 310:

• Who can convene a meeting?

a) Board
b) Member : 10% of issued share capital or if no
shares, 5% of the number of members
 Cont:
• Section 311: Member can require directors to convene a
meeting of members

• Requirements for the member:

Private Co – holder of 5% of the paid-up share capital can require
directors to convene a meeting provided 12 months have
elapsed from the last meeting [section 311 (4)]

Public Co – holder of at least 10% of the paid-up share capital

/5% of the members
 Cont:
• Section 312: Director’s duty to call for a meeting required by
members

a) within 14 days from the date of requisition and hold the

meeting on a date not more than 28 days from the date of the
notice.

b) if the notice require for special resolution: Notice must not less
than 21 days – section 292
 EFFECT OF NOT CALLING A MEETING
• If director did not call for a meeting : see
section 313

• Section 314: Power of court to order meeting.

 PRE-MEETING
• Section 309: Resolution passed at a meeting is not
valid unless A Notice of the meeting is sent AND A
Meeting is held and conducted.

• Section 316: Requirement of notice: A must

• Section 316 (6): Failure to give notice of meeting

• See also Section 582

 NOTICE OF MEETING
• Section 317: Contents of the notice

• Section 318 : Notice of adjournment of meeting

• Section 319: Modes of sending the notice

• Section 320: Notice of meeting on website

• Section 321: Notice of meeting of members must be given to

every member, director and auditor.
 NOTICE : LENGTH OF TIME
PRIVATE COMPANY PUBLIC COMPANY
• Section 316 (1) : 14 days except • Section 316 (2):
for passing special resolution (21 a) AGM: 21 days
days:s.292) b) other meetings: 14 days

• Section 316 (4) : Can be shorter
period if so agreed by the
majority members : At least 95%
of the holder of the voting shares:
section 316(4) (5) (a)
• For AGM a notice shorter than
that provided agreed upon by all
members
• For other meetings: see section
316 (4) (5) (b)
 SPECIAL NOTICE
• If a resolution requires a special notice to be given, it will not be effective
unless the notice has been sent of not less than 28 days before the meeting.
(section 322)

• If the length of time is impracticable for the company to comply, the notice
could be sent shorter than the above period but not less than 14 days –
section 322 (5)

• Special Notice is required to be given in the following situations:

a) removal of a director of a public company [s. 306 (3)]
b) removal of an auditor of a company [s.277]
c) removal of a liquidator in a members’ voluntary winding up [s.445 (3)]
 PLACE OF MEETING
• Section 327

• Not necessarily to be held in the State where its

registered office is situated.

• Can also be at other places within Malaysia

• Can be held at more than one venue by using any

technology
 PROCEEDINGS AT MEETING
• Section 328: Quorum at meeting

• No quorum : the meeting shall be dissolved or adjourned –

Section 328 (5)

• Section 329: The chairman of the meeting

• Section 330: How to vote – show of hands/poll

• Section 293: General rules on voting

• Section 295: Vote of joint holders

 PROCEEDINGS AT MEETING
• Section 333: Representative of corporations at meeting

• Section 334: Appointment of proxies

• Section 294: Votes by Proxy

• Section 296: Right to object to a person’s entitlement for vote

RECORDS OF RESOLUTION/MEETING
• Section 341

• Inspection of record: section 342

• Records – Evidence of resolution: section 343

• Decision made by sole member: section 344