NOTICES

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there can be no doubt that some members may be precluded
from attending general meetings of the company, other than
the statutory meeting, yet having regard to the special
wording of s. 113 (1) and to the object of the statutory meeting,
it appears to be intended that no member is to be precluded
from attending that meeting. If, however, a company has
issued share warrants before the statutory meeting, it seems
clear that, apart from special provisions in the articles, or
regulations made by the board in pursuance thereof, a holder
is not entitled to notice of the statutory meeting or to receive
the report, since he is not a member unless the articles provide
that he is to be a member [s. 97 (5)].

In addressing notices it is not necessary that they should
be directed exactly in the same way as the member's address
appears upon the register, but the member’s place of abode
must be given with substantial accuracy [Liverpool Marine
Insurance Co. v. Haughton (1874), 23 W.R. 93]. In large
offices addressing machines should be in use and the plates of
the machine exactly comply with the registered address.
If a shareholder gives instructions for notices to be sent to
some other person or address a careful note must be made
thereof and the address plate altered accordingly.

[t is a matter of the utmost importance that proper notice
should be given to every shareholder who is entitled to receive
it, for the omission to serve even a single member will render
a resolution invalid [Smyth v. Darley (1849), 2 H.L.C. 789;
Young v. Ladies Imperial Club (1920), 2 K.B. 523], unless, as
is commonly the case, there are provisions in the articles to
the effect that the accidental omission to give notice to any
member, or the non-receipt by any member of the notice, is
not to invalidate the meeting. A record should be kept in
the postage book of the despatch of the precise number of
notices required to be sent. It should be observed that,
where by the articles notice may be given personally, or by
sending it through the post to a member at his registered
address, it is not properly given if it be left by hand at the
registered address.

In framing the notice, the primary point to remember is Contents of
that the meeting has no power to pass any resolution outside Notice.
the scope of the notice [Bridport Old Brewery Co. (1867),
2 Ch. App. 191; Vale of Neath Brewery Co., Lawe’s Case (1852),
1 De G.M. and G. 421; Isle of Wight Railway Co. v. Tahourdin
(1884), 25 Ch. D. 320]. And, of course, the provisions of the
articles must be strictly followed.

The articles usually provide that the notice of a meeting
shall state the place. day. and hour of meeting, and in the case