Meetings and Resolutions

Meetings
• Decisions are made which affect company’s administration, businesses,
directions, management and personnel

• BOD meets to formulate directions, plans & strategies and allocate

resources

• Serve as a check and balance against the directors’ powers and to ensure
that their duties and responsibilities are discharged

• Shareholders’ meetings – shareholders able to remove or replace directors

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• A meeting of members may be convened by – s.310
(a) the Board
(b) any member holding 10% of issued share capital or lower %
as specified in the constitution or if no share capital, by at least
5%

• Members may require the directors to convene a meeting – s.311(1)

• Court may order a meeting to be called on the application – s.314(2)

- director
- member
- personal representative of such member
 Notice of Meetings
• Private company (other than passing of a special resolution) – 14days at
least or as specified in constitution s.316(1)
• Public company (other than passing of a special resolution) – called by
notice- s.316 (2)
- AGM – 21 days or longer as specified in Constitution
- other – at least 14 days or longer as in Constitution
• Contents of notice of meeting – s.317
- place, date, time, nature of business, any proposed
resolution & other information
• Notice shall be in writing and shall be given in s.319
- hard copy
- electronic copy
- in both
 Meeting
• Venue - s.327(1)
Subject to the constitution, a company may convene a meetings of members
at more than one venue using an technology or method that enables the
members of the company to participate or to exercise the members’ rights to
speak and vote at the meeting.

• Quorum – s.328
- One member company – one member present constitute quorum
- Others – two members personally present at meeting or by proxy
- No business unless a quorum is present

• Proxy – s.334
- A member is entitled to appoint another person as his proxy to exercise all
or any of his rights to attend, participate, speak and vote
 Types of Meetings
• General Meeting 
• a meeting of the members of the company
Eg. 
– employer & employees of the company come together to
discuss general issues about the company.

• Annual General Meeting (AGM)

• Obligation to hold AGM every year
• Period between the first and the second AGM must not
be more than 15 months
 Nature of Business at AGM
Items to be presented in an AGM 

• The declaration of dividend;

• The consideration of accounts;
• Balance sheets and the reports of directors and auditors;
• The election of directors in place of those retiring; and
• The appointment, and the fixing of remuneration, of the
auditors.
• Article 46 identifies these as ordinary business of the
company.
 AGM – Public Company
• Every public company shall hold an AGM in every calendar year in addition
to any other meetings held to transact the following: s.340

- laying of audited financial statements & reports of the

directors & auditors
- election of directors in place of those retiring
- appointment and fixing of the fee of directors
- resolution or other business of which notice is given in
accordance with the Act or constitution

• AGM held – within 6 months of the company’s financial year end and not
more than 15 months after the last preceding AGM
 Resolutions
• Resolution of a private company shall be passed either (a) by a written
statement or (b) at a meeting of the members. s.290(1)

• Resolution of a public company shall be passed at a meeting of the

members. s.290 (2)

• Unless otherwise provided in the constitution, resolution shall be passed

as an ordinary resolution. s.290 (3)

• Ordinary resolution – resolution passed by a simple majority of more than

half s.291 (1)

• Special resolution – notice of not less than 21 days been given and passed
by a majority of not less than 75% s.292 (1)
• It is not a special resolution unless notice of the meeting includes the text
of the resolution and states that resolution is proposed as a special
resolution. s.292 (5)