Meetings

Meetings

Contents

• What is Meeting              
• Need of conducting meeting
• Types of Meetings
• Board Meetings

• Committee Meetings
• Statutory General Meeting
• Annual General Meeting
• Extraordinary General Meeting
• Statutory Report
• Annual Report
• Notice of the meeting and contents
• Proxy
• Quorum for Board meeting
• Quorum for Shareholder meetings
• Chairman of the Meeting
• Ordinary Business
• Special Business
• Ordinary resolution
• Special resolution
• Simple resolution
• Unanimous resolution         
• Minutes
• Circular resolution
• Postal Ballot

Meeting

In general parlance meeting means when two or more persons come together to discuss some thing is called a meeting.

But from company law point, it should satisfy some essentials requirements for conducting the meeting:

• Notice   
• Quorum
• Business to be transacted

Meeting

Formal or informal deliberative assembly of individuals called to debate certain issues and problems, and to take decisions. Formal meetings are held at definite times, at a definite place, and usually for a definite duration to follow an agreed upon agenda. In a corporate setting, they are divided into two main groups (1) Organizational meeting: normally a regular meeting involving stockholders (shareholders) and management, such as a board meeting and annual general meeting (AGM). (2) Operational meeting: regular or ad hoc meeting involving management and employees, such as a committee meeting, planning meeting, and sales meeting. A meeting is typically headed by a chairperson, and its deliberations are recorded in a written form called minutes. Under corporate legislation, two main types of meetings are general meetings and special or extraordinary meetings. Such meetings must have a minimum number of members (called quorum) present to make the legally operative. Decisions (called resolutions) are made on the basis of number of votes the assenting and dissenting parties can muster. Under the doctrine of collective responsibility, decisions taken at these meetings bind all members whether present or not. However, a dissenting minority may apply to a court to have an already adopted resolution set aside if it is deemed illegal, iniquitous, or ultra vires.

Need of conducting meeting:

To discuss the business of the company. Business of the company is divided in to two types:

1. Ordinary Business  

2. Special Business

Ø  Board Meetings

Sec 285    -    Board to meet at least once in every three calendar months.

In the case of every company, a meeting of its Board of directors shall be held at least once in every three months and at least four such meetings shall be held in every year:

Statutory General Meeting

Sec 165    -     Statutory meeting and statutory report of company.

Statutory meeting is the first meeting of the members of the public limited company. It is held only once in life of a public company. It can be convened by the directors of the company only.
By whom and when held:
The statutory meeting is held by
Every public limited company limited by shares.
Every company limited by guarantee.
Every private company converted into a public company.
How the meeting is convened?

It is provided in companies' ordinance that the directors shall send a notice of statutory meeting at least 21 days before the day of the meeting to all the shareholders of the company. The directors shall not send the statutory report duly certified by not less than three directors, one of whom shall be the chief executive of the company.

Business of the meeting:
The business of the meeting is to consider the statutory report. The statutory report contains a brief account of the state of company's affairs since its incorporation and the business plan. It describes the shares allotted by the company cash, cash received in respect of such shares allot, an abstract of the receipts and payments of a company, names, occupation of the directors, etc. etc.

Ø  Statutory Report

The statutory report shall set out
(a) the total number of shares allotted, distinguishing shares allotted as fully or partly paid-up otherwise than in cash, and stating in the case of   extent to which they are so paid-up, and in either case, the consideration for which they have been allotted ;
(b) the total amount of cash received by the company in respect of all the shares allotted, distinguished as aforesaid ;
(c) an abstract of the receipts of the company and of the payments made thereout, upto a date within seven days of the date of the report, exhibiting under distinctive headings the receipts of the company from shares and debentures and other sources, the payments made thereout, and particulars concerning the balance remaining in hand, and an account or estimate of the preliminary expenses of the company, showing separately any commission or discount paid or to be paid on the issue or sale of shares or debentures ;
(d) the names, addresses and occupations of the directors of the company and of its auditors ; and also, if there be any, of its manager, and secretary ; and the changes, if any, which have occurred in such names, addresses and occupations since the date of the incorporation of the company ;
(e) the particulars of any contract which, or the modification or the proposed modification of which, is to be submitted to the meeting for its approval, together in the latter case with the particulars of the modification or proposed modification ;
(f) the extent, if any, to which each underwriting contract, if any, has not been carried out, and the reasons therefor ;
(g) the arrears, if any, due on calls from every director and from the manager ; and
(h) the particulars of any commission or brokerage paid or to be paid in connection with the issue or sale of shares or debentures to any director or to the manager.
(4) The statutory report shall be certified as correct by not less than two directors of the company one of whom shall be a managing director, where there is one. After the statutory report has been certified as aforesaid, the auditors of the company shall, in so far as the report relates to the shares allotted by the company, the cash received in respect of such shares and the receipts and payments of the company, certify it as correct.

Ø  Annual General Meeting

Sec 166    -     Annual general meeting.

(1) Every company shall in each year hold in addition to any other meetings a general meeting as its annual general meeting and shall specify the meeting as such in the notices calling it; and not more than fifteen months shall elapse between the date of one annual general meeting of a company and that of the next :

Provided that a company may hold its first annual general meeting within a period of not more than eighteen months from the date of its incorporation; and if such general meeting is held within that period, it shall not be necessary for the company to hold any annual general meeting in the year of its incorporation or in the following year:

Provided further that the Registrar may, for any special reason, extend the time within which any annual general meeting (not being the first annual general meeting) shall be held, by a period not exceeding three months.

(2) Every annual general meeting shall be called for a time during business hours, on a day that is not a public holiday, and shall be held either at the registered office of the company or at some other place within the city, town or village in which the registered office of the company is situated.

Ø  Extraordinary General Meeting

Sec 169    -     Calling of extraordinary general meeting on requisition.

(1) The Board of directors of a company shall, on the requisition of such number of members of the company as is specified in sub-section (4), forthwith proceed duly to call an extraordinary general meeting of the company.

(2) The requisition shall set out the matters for the consideration of which the meeting is to be called, shall be signed by the requisitionists, and shall be deposited at the registered office of the company.

(3) The requisition may consist of several documents in like form, each signed by one or more requisitionists.

(4) The number of members entitled to requisition a meeting in regard to any matter shall be

(a) in the case of a company having a share capital, such number of them as hold at the date of the deposit of the requisition, not less than one-tenth of such of the paid-up capital of the company as at that date carries the right of voting in regard to that matter ;

(b) in the case of a company not having a share capital, such number of them as have at the date of deposit of the requisition not less than one-tenth of the total voting power of all the members having at the said date a right to vote in regard to that matter.

(5) The meeting may adjourn from time to time, and at any adjourned meeting, any resolution of which notice has been given in accordance with the provisions of this Act, whether before or after the former meeting, may be passed ; and the adjourned meeting shall have the same powers as an original meeting.
(6) If default is made in complying with the provisions of this section, every director or other officer of the company who is in default shall be punishable with fine which may extend to five thousand rupees.

Ø  Annual Report

Ø  Annual reports on Government companies.

(1) Where the Central Government is a member of a Government company, the Central Government shall cause an annual report on the working and affairs of that company to be
(a) prepared within three months of its annual general meeting before which the audit report is placed under sub-section (5) of section 619 ; and
(b) as soon as may be after such preparation, laid before both Houses of Parliament together with a copy of the audit report and any comments upon, or supplement to, the audit report, made by the Comptroller, and Auditor-General of India.
(2) Where in addition to the Central Government, any State Government is also a member of a Government Company, that State Government shall cause a copy of the annual report prepared under sub-section (1) to be laid before the House or both Houses of the State Legislature together with a copy of the audit report and the comments or supplement referred to in sub-section (1).

Ø  Notice of the meeting and contents

Sec 286    -    Notice of meetings.

(1) Notice of every meeting of the Board of directors of a company shall be given in writing to every director for the time being in India, and at his usual address in India to every other director.

(2) Every officer of the company whose duty it is to give notice as aforesaid and who fails to do so shall be punishable with fine which may extend to one thousand rupees.

Contents

Ex: Google

Time and Date                                    9 AM   & 3/31/2007

Place                                                      California    

Items of Business                                Election of directors, approve of plans like Executive Bonus Plan, stock option plan etc + to consider such other business as may properly come before the meeting.

Adjournments and Postponements: Any action on the items of business 

  described above may be discussed at  

  this meeting or any other meeting which 

  was decided in this meeting.

Record Date                                                            You are entitled to vote only if you were a as of the close of business.

Meeting Admission                                            Record holder or proxy holder.

Voting                                                                   Generally in the meeting or you may submit your proxy or voting instructions for the annual meeting by completing, signing, dating and returning your proxy or voting instruction card.

Ø  Proxy

Sec 176    -     Proxies.

(1) Any member of a company entitled to attend and vote at a meeting of the company shall be entitled to appoint another person (whether a member or not) as his proxy to attend and vote instead of himself ; but a proxy so appointed shall not have any right to speak at the meeting :

Provided that, unless the articles otherwise provide

(a) this sub-section shall not apply in the case of a company not having a share capital ;

(b) a member of a private company shall not be entitled to appoint more than one proxy to attend on the same occasion ; and

(c) a proxy shall not be entitled to vote except on a poll.

(2) In every notice calling a meeting of a company which has a share capital, or the articles of which provide for voting by proxy at the meeting, there shall appear with reasonable prominence a statement that a member entitled to attend and vote is entitled to appoint a proxy, or, where that is allowed, one or more proxies, to attend and vote instead of himself, and that a proxy need not be a member. If default is made in complying with this sub-section as respects any meeting, every officer of the company who is in default shall be punishable with fine which may extend to five thousand rupees.

Quorum

Sec 174    -     Quorum for Board meeting.

The quorum for a meeting of the Board of directors of a company shall be one third of its total strength (any fraction contained in that one-third being rounded off as one), or two directors, whichever is higher:

Provided that where at any time the number of interested directors exceeds or is equal to two-thirds of the total strength, the number of the remaining directors, that is to say, the number of the directors who are not interested present at the meeting being not less than two, shall be the quorum during such time.

Sec 287    -    Quorum for Shareholder meetings.

(1) Unless the articles of the company provide for a large number, five members personally present in the case of public company (other than a public company which has become such by virtue of section 43A), and two members personally present in the case of any other company, shall be the quorum for a meeting of the company.

(2) Unless the articles of the company otherwise provide, the provisions of sub-sections (3), (4) and (5) shall apply with respect to the meetings of a public or private company.

(3) If within half an hour from the time appointed for holding a meeting of a company, a quorum is not present, the meeting, if called upon the requisition of members, shall stand dissolved.

(4) In any other case, the meeting shall stand adjourned to the same day in the next week, at the same time and place, or to such other day and at such other time and place as the Board may determine.

(5) If at the adjourned meeting also, a quorum is not present within half an hour from the time appointed for holding the meeting, the members present shall be a quorum.

Ø  Chairman of the Meeting

Sec 175    -     Chairman of meeting.

(1) Unless the articles of the company otherwise provide, the members personally present at the meeting shall elect one of themselves to be the chairman thereof on a show of hands.

(2) If a poll is demanded on the election of the chairman, it shall be taken forthwith in accordance with the provisions of this Act, the chairman elected on a show of hands exercising all the powers of the chairman under the said provisions.

(3) If some other person is elected chairman as a result of the poll, he shall be chairman for the rest of the meeting.

Ø  Ordinary Business    (ADDA)

(a)  In the case of an annual general meeting, all business to be transacted at the meeting shall be deemed special, with the exemption of business relating to

(i) the consideration of the accounts, balance sheet and the reports of the Board of directors and auditors, (ii) the declaration of a dividend, (iii) the appointment of directors in the place of those retiring, and (iv) the appointment of, and the fixing of the remuneration of the auditors; and

(b) in the case of any other meeting, all business shall be deemed special.

Ø  Special Business

Ø  Ordinary resolution

Sec 189    -     Ordinary and special resolutions.

(1) A resolution shall be an ordinary resolution when at a general meeting of which the notice required under this Act has been duly given, the votes cast (whether on a show of hands, or on a poll, as the case may be,) in favour of resolution (including the casting vote, if any, of the chairman) by members who, being entitled so to do, vote in person, or where proxies are allowed, by proxy, exceed the votes, if any, cast against the resolution by members so entitled and voting.

Ø  Special resolution

Ø  Sec 189    -     Ordinary and Special resolutions.

 (2) A resolution shall be a special resolution when

(a) the intention to propose the resolution as a special resolution has been duly specified in the notice calling the general meeting or other intimation given to the members of the resolution ;

(b) the notice required under this Act has been duly given of the general meeting ; and

(c) the votes cast in favour of the resolution (whether on a show of hands, or on a poll, as the case may be) by members who, being entitled so to do, vote in person, or where proxies are allowed, by proxy, are not less than three times the number of the votes, if any, cast against the resolution by members so entitled and voting.

Ø   

Ø  Simple resolution          Explain directly

Ø  Unanimous resolution Explain directly 

Ø  Minutes

Sec 193    -     Minutes of proceedings of general meetings and of Board and other meetings.

(1) Every company shall cause minutes of all proceedings of every general meeting and of all proceedings of every meeting of its Board of directors or of every committee of the Board, to be kept by making within thirty days of the conclusion of every such meeting concerned, entries thereof in books kept for that purpose with their pages consecutively numbered.

(1A) Each page of every such book shall be initialled or signed and the last page of the record of proceedings of each meeting in such books shall be dated and signed

(a) in the case of minutes of proceedings of a meeting of the Board or of a committee thereof, by the chairman of the said meeting or the chairman of the next succeeding meeting ;

(b) in the case of minutes of proceedings of a general meeting, by the chairman of the same meeting within the aforesaid period of thirty days or in the event of the death or inability of that chairman within that period, by a director duly authorised by the Board for the purpose

(2) The minutes of each meeting shall contain a fair and correct summary of the proceedings thereat.

(3) All appointments of officers made at any of the meetings aforesaid shall be included in the minutes of the meeting.

(4) In the case of a meeting of the Board of directors or of a committee of the Board, the minutes shall also contain

(a) the names of the directors present at the meeting ; and

(b) in the case of each resolution passed at the meeting, the names of the directors, if any, dissenting from, or not concurring in, the resolution.

Sec 194    -     Minutes to be evidence.

Minutes of meetings kept in accordance with the provisions of section 193 shall be evidence of the proceedings recorded therein.

Sec 196    -     Inspection of minute books of general meetings.

(1) The books containing the minutes of the proceedings of any general meeting of a company held on or after the 15th day of January, 1937, shall

(a) be kept at the registered office of the company, and

(b) be open, during business hours, to the inspection of any member without charge, subject to such reasonable restrictions as the company may, by its articles or in general meeting impose, so however that not less than two hours in each day are allowed for inspection.

(2) Any member shall be entitled to be furnished, within seven days after he has made a request in that behalf to the company, with a copy of any minutes referred to in sub-section (1), on payment of such sum as may be prescribed for every one hundred words or fractional part thereof required to be copied.

Ø   

Circular resolution

Sec 188    -     Circulation of members' resolutions.

(1) Subject to the provisions of this section, a company shall, on the requisition in writing of such number of members as is hereinafter specified and (unless the company otherwise resolves) at the expense of the requisitionists,

(a) give to members of the company entitled to receive notice of the next annual general meeting, notice of any resolution which may properly be moved and is intended to be moved at that meeting ;

(b) circulate to members entitled to have notice of any general meeting sent to them, any statement of not more than one thousand words with respect to the matter referred to in any proposed resolution, or any business to be dealt with at that meeting.

(2) The number of members necessary for a requisition under sub-section (1) shall be

(a) such number of members as represent not less than one-twentieth of the total voting power of all the members having at the date of the requisition a right to vote on the resolution or business to which the requisition relates ; or

(b) not less than one hundred members having the right aforesaid and holding shares in the company on which there has been paid up an aggregate sum of not less than one lakh of rupees in all.

Postal Ballot

Sec 192A    -     Passing of resolutions by postal ballot.

(1) Notwithstanding anything contained in the foregoing provisions of this Act, a listed public company may, and in the case of resolutions relating to such business as the Central Government may, by notification, declare to be conducted only by postal ballot, shall, get any resolution passed by means of a postal ballot, instead of transacting the business in general meeting of the company.

(2) Where a company decides to pass any resolution by resorting to postal ballot, it shall send a notice to all the shareholders, along with a draft resolution explaining the reasons therefor, and requesting them to send their assent or dissent in writing on a postal ballot within a period of thirty days from the date of posting of the letter.

Ø   

(3) The notice shall be sent by registered post acknowledgement due, or by any other method as may be prescribed by the Central Government in this behalf, and shall include with the notice, a postage pre-paid envelope for facilitating the communication of the assent or dissent of the shareholder to the resolution within the said period.

(4) If a resolution is assented to by a requisite majority of the shareholders by means of postal ballot, it shall be deemed to have been duly passed at a general meeting convened in that behalf.

(5) If a shareholder sends under sub-section (2) his assent or dissent in writing on a postal ballot and thereafter any person fraudulently defaces or destroys the ballot paper or declaration of identity of the shareholder, such person shall be punishable with imprisonment for a term which may extend to six months or with fine or with both.

(6) If a default is made in complying with sub-sections (1) to (4), the company and every officer of the company, who is in default shall be punishable with fine which may extend to fifty thousand rupees in respect of each such default.

Types of meetings:

1.  Board of directors meetings.

2.  AGM

3.  EGM

4.  Statutory

5.  One-on-one meeting - a meeting between two individuals

6.  Team meeting - a meeting among colleagues working on various aspects of a team project.

7.  Management meeting - a meeting among managers

8.  Status Meetings- generally Leader-led, which are about reporting by one-way communication;

9.  Department meeting

10.Ad-hoc meeting - a meeting called together for a special purpose