CHAPTER XII

MEETINGS OF SHAREHOLDERS

THE subject of this chapter is meetings of shareholders of a
company, board meetings being dealt with in Chapter XIII.
Besides general meetings of shareholders, there may also be
class meetings, ¢.e. meetings of a particular class of share-
holders summoned for a specific purpose specially affecting
the class, and these are also dealt with here so far as they
appear to require special mention.

The provisions of the Act as to meetings while the company
is a going concern are contained in a little group of ten sections,
ss. 112-121, under the general title of ‘Meetings and Pro-
ceedings.” S. 112 provides for the holding of the annual
general meeting. S. 113 deals with the statutory meeting
and statutory report. S. 114 treats of meetings convened on
requisition. S. 115 (I) contains a few general regulations
as to meetings, which apply in the very rare instances where
a company’s articles contain no appropriate provisions, while
s. 115 (2) enables the Court to give directions as to the con-
vening, holding and conduct of a meeting in any case where
it is impracticable to proceed under ‘the article or the Act.
S. 116 provides for the representation of companies at meetings
of other companies and of creditors. S. 117 defines extra-
ordinary and special resolutions. S. 118 provides for the
registration of certain resolutions and agreements. S. 119
provides that resolutions passed at adjourned meetings shall
be treated as having been passed on the date on which they
were in fact passed. S. 120 enjoins the keeping of minutes
of general meetings and board meetings. S. 121 provides for
the inspection of the minute books of general meetings.

A meeting primd facie means a gathering of two or more
persons. And the Courts have in two cases held that there
cannot in general be a meeting of one person [Sharp v. Dawes
(1877), 2 Q.B.D. 26; Sanitary Carbon Co. (1877), W.N. 223].
But, as Lord Coleridge said in Sharp v. Dawes, ‘It is, of
course, possible to show that the word “meeting” has a
meaning different from the ordinary meaning,” and this was

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