MEETINGS OF SHAREHOLDERS 141
class (unless otherwise provided by the terms of issue of the
shares of that class) may be varied with the consent in writing
of the holders of three-fourths of the issued shares of that
class, or with the sanction of an extraordinary resolution
passed at a separate general meeting of the holders of the
shares of the class. To every such separate general meeting
the provisions of these regulations relating to general meetings
shall mutatis mutandis apply, but so that the necessary
quorum shall be two persons at least holding or representing
by proxy one-third of the issued shares of the class, and that
any holder of shares of the class present in person or by proxy
may demand a poll.’

The provisions of the particular article, whatever they may
be, must be carefully observed in convening and holding a
class meeting, special care being exercised in ensuring that
the necessary quorum is present. A proxy at a class meeting
can in general only be held by a person who is a member
of such class [Madras Irrigation Co. (1881), W.N. 120]. As to
the right of members of the class who allege that they are
anfairly prejudiced by a resolution passed under such an
article to appeal to the Court, see s. 61 and supra p. 37.

An important duty of the secretary is the recording of Minutes.
minutes. These are required by s. 120 to be entered in books
kept for the purpose, and minutes of proceedings at general
meetings, as well as of proceedings at board meetings, must
be kept; and they should be kept in separate books. The
minutes in either case should be signed by the chairman
of the meeting at which the proceedings recorded took place,
or by the chairman of the next succeeding meeting. They
then become evidence of the proceedings. This does not
mean that they are conclusive evidence, but, in the absence
of any other evidence to show their incorrectness, they will
be accepted by the Courts as reliable. Neither are the minutes
exclusive evidence of what took place at a meeting, and an
unrecorded resolution may be proved by other evidence
[re Fireproof Doors (1916), 2 Ch. 142]. Detailed information
in regard to minuting will be found in Chapter XXVII.

The books containing the minutes of general meetings must
be kept at the registered office and the members have a
statutory right to inspect without charge and to be furnished
with copies on payment of sixpence per hundred words (s. 121).
This right can be enforced by the Court; but it does not extend
to the minutes of board meetings. It is therefore desirable
to keep in separate books the minutes of the general meetings
and of the directors’ meetings.