Topic 2: Meeting

Tutorial 2
1. Sufi holds 5% shares in Dudu Sdn Bhd (Dudu). Recently he was made to
understand that the company intend to change its nature of business. However, until
today, the company do not call for any meeting to pass a resolution regarding
the matter. Sufi is of the opinion that the change of the company’s nature of business
is not suitable to be done due to the economic factor as well as lack of expertise
from their company. Thus, he would like to call for a company’s meeting so that a
resolution could be passed according to the majority vote of the members.
Advice Sufi.

ANSWER.
Issue:
- Whether Sufi is able to call for a meeting to pass an ordinary resolution?
Law & Application:
- Section 290 (1) CA stated that a resolution of the members of a private company
shall be passed by either written resolution or by a meeting of the members. And
where this act does not specify the type of resolution required, the resolution of a
company shall be passed as an ordinary resolution.
- Section 291 (1) CA stated that an ordinary resolution of a members means a
resolution that is passed by a simple majority of more than half of members who are
entitled to vote either in person or by a written resolution.
- According to Section 291 (2) CA, ordinary resolution can be passed at a meeting by
the show of hands or by poll taken at the meeting as stated in Section 291 (3) CA.
- Hence, since Dudu Sdn Bhd is a private company, the ordinary resolution of the
members can be passed either by written resolution or by meeting with the members
of the company either by show of hands or by poll.

- Section 297 CA stated that a resolution shall be proposed as a written resolution by

the Board or any member of a private company.
- Section 302 (1) CA stated that any member of a private company that have a total
of 5% or below as specified in the constitution, of the total voting right of all eligible
members may require the company to circulate the resolution.
- Section 302 (5) CA stated that the request under Section 302 (1) shall be in hard
copy or electronic form, state the resolution with statement and signed by member
making the request.
- Section 298 CA stated that members that are entitle to vote on the resolution are
eligible to receive the written resolution.
- Hence, Sufi who owns 5% of shares must request the company to circulate the
resolution. Sufi can propose the resolution either by hard copy or electronic and state
 the resolution and statement and sign the proposed resolution. And members that
are entitled to vote will be able to receive the resolution passed by the company.

Conclusion:
- Sufi must make a request from the company to circulate the resolution to call for a
meeting as Sufi only owns 5% of the company share.

2. Explain the followings:

i. Resolutions
- Section 290-292

ii. Proxy
- Refers to a person appointed to attend a company’s meeting on behalf of
another member.
- Appointment of proxy : S 334
- Who qualifies to become proxy? : Any member can appoint anyone to
become his proxy at a company’s meeting.
- The most important is for the member who wishes to appoint a proxy to
comply with the appointment procedure under S 334(3).
- There is also no maximum number of proxy that can be appointed by a
member. If a member appoints more than 1 proxy, Ss 394(2) (b) and 334(2)
state the requirement for the member to specify the proportionate number of
shareholding intended to be represented by each proxy.
- Power of proxy: S 334(1) – attend, participate, speak & vote.
- Right of proxy to vote:
S 294(1): by show of hands – if he is the only proxy appointed by the
shareholder.
S 294(2): By poll – if more than 1 proxy is appointed by such member.

iii. Voting
- Voting :
- Vote by show of hands
- S 330(1): Unless otherwise demanded; a resolution is passed by counting
on show of hands during a meeting
- S 293(1) (a) (ii): In a company with share capital, each member shall have
1 vote on show of hands.
- A proxy is also entitled to vote on show of hands provided that he is the
only proxy appointed by such member.

- Vote on poll
- 1 share = 1 vote : S 293(1)(a)(iii)
 - Vote on poll can be demanded : S 330(1), S 331(b) & S 337

iv. Quorum
- S 328 – Sole company member, 1 member personally present constitute a
valid quorum. More than 1 member company, subject to constitution, 2 or
more member or proxy shall be a quorum.

v. Notice of meeting
- Section 316-326