NOTICES

[21

of the Act relating to special resolutions, for ‘seven days’ notice
at the least (exclusive of the day on which the notice is served
or deemed to be served, but inclusive of the day for which
notice is given)’; and since clause 103 provides that a notice
shall be deemed to be served in the case of a notice of a meeting
at the expiration of 24 hours after the letter containing the
same is posted, the latest day for posting the notice, in the
case of a meeting to be held on the 20th, would be the 12th.
It is therefore necessary for the secretary to ascertain from
the articles, (1) the length of notice required; (2) when notice is
deemed to be served; and (3) whether the day of service, or
the day of the meeting is or is not to be included in the
number of days. In the rare cases where the articles of a
company do not provide for the length of notice, s. 115 of the
Act applies, and the notice, other than a notice of a meeting
for passing a special resolution, will be a seven days’ notice,
served as required by Table A. If the notice convening the
meeting is accompanied by the balance sheet to be circulated
in accordance with s. 130, the notice must be a seven clear
days’ notice or the balance sheet will not have been sent
seven days before the meeting as required by that section.

In the case of a notice of a meeting to pass a special resolu-
tionnot less than 21 clear days’ notice must be given in accord-
ance with s. 117; but with the consent of all the members
entitled to attend and vote at the meeting a special resolution
may be passed, although the requisite 21 days’ notice has
not been given. (See further p. 126.)

In despatching the notices the secretary will have to con-
sider whether all the shareholders are entitled to receive a
notice, and this depends on the articles of the company.
In the absence of regulations to the contrary, all shareholders
on the register are entitled to receive notices of meetings and
to attend and record such votes as they are entitled to.
But sometimes particular classes of shareholders, e.g. prefer-
ence shareholders, or shareholders the calls upon whose
shares are in arrear, are not entitled to receive notices or
to attend general meetings. Even in cases where particular
shareholders are simply excluded from the right to vote at
general meetings, it would appear that unless the articles
otherwise provide, they are not entitled to receive notices or
to attend or speak at meetings [re Mackenzie & Co. (1916),
2 Ch. 450]. In some companies, whilst certain classes of
shareholders are excluded from general meetings, they are
specially empowered to attend meetings called for certain
specified purposes, and more particularly meetings convened
for the purpose of passing a resolution for winding up.

To whom
Notice sent.