Who may
Convene a
Meeting.

132

SECRETARIAL PRACTICE
of the balance sheet and report and other documents required
by law to be annexed to the balance sheet and a copy of the
auditor’s report must be sent to all persons entitled to notices
of general meetings not less than seven days before the meeting
unless the company is a private company [s. 130 (1)]. The
profit and loss account must be laid before the annual meeting:
it is usual of course to issue this account with the report and
balance sheet.

As regards extraordinary general meetings—and indeed as
regards all general meetings—it will be the secretary’s concern
to see that every meeting is a valid meeting, and that any
resolutions passed thereat are validly passed.

Before convening a meeting it is necessary to be sure that it
is convened under proper authority, and the articles should
be consulted as to who may convene a meeting. In most
cases (as, for instance, in clause 41 of Table A) the directors
may convene an extraordinary general meeting whenever
they think fit, and the secretary, acting on their instructions,
will then prepare and send out notices. Unless the articles
otherwise provide, directors cannot act without meeting as a
board. Accordingly, the secretary’s first duty will in general
be to see that the board meeting, at which it was resolved to
call a general meeting, was itself duly convened and that a
quorum of the directors was present. Assuming that the
board meeting was in order, he may then prepare and despatch
the notices. Although a secretary cannot convene a meeting
without authority [State of Wyoming Syndicate (1901), 2 Ch.
431], yet, if under the authority of an irregularly constituted
board be has convened a meeting, the resolutions passed at
that meeting are not invalid [Boschoek Proprietary Co. v.
Fuke (1906), 1 Ch. 148].

The articles may possibly provide that general meetings may
be convened by others than the directors. If no provision at
all as to convening meetings is contained in the articles,
s. 115 of the Act supplies the deficiency by providing that,
in default of regulations, two or more members holding not
less than one-tenth of the issued share capital, or, if the
company has not a share capital, not less than five per cent. in
number of the members of the company may call a meeting.

S. 115 (2) provides for cases where for any reason it is
impracticable to call or conduct a meeting of a company in a
proper manner. In such cases the Court is empowered, either
of its own motion or on the application of any director or
of any member entitled to vote, to order a meeting to be called,
held and conducted in such manner as the Court thinks fit.