Notices of
Meetings.

Length of
Notice.

120 SECRETARIAL PRACTICE

Notices to individuals will in general take the form of
letters, headed by the name of the company, with the address
and date following, and commencing in some such form as
follows:—‘ Dear Sir, I am directed to inform you that, &c.,’
or “Sir, I hereby give you notice that, &c.,” and concluding,
Yours faithfully, John Smith, Secretary.’ |

The most important notices unquestionably are notices of
general meetings. Others, such as notice of call, notice to
holders of share warrants of declaration of dividend, although
accuracy and clearness of expression are necessary, do not
require special treatment. Ambiguity should be carefully
avoided.

The general meetings of a company which will have to
be convened are the statutory meeting, and ordinary and
extraordinary general meetings. Sometimes where special
business is to be transacted the Board issue an explanatory
circular with the notice convening the meeting. Such a
circular need not contain the names of the directors as it is
not a trade circular or business letter within s. 145. Care
must be taken to insure that the circular is not misleading
as a misleading circular might vitiate the resolution.

Apart from the preliminary matter of ensuring that the
meeting is convened by the proper authority (as to which see
p. 132), the secretary’s duties are threefold. He must take
care (I) that the proper length of notice is given; (2) that it
is duly given to all persons entitled to receive it; and (3) that
it is properly framed. The salient point to remember is
that the provisions of the articles must be strictly followed,
whether the meeting be the statutory meeting, or an ordinary
or extraordinary general meeting.

As regards the length of notice, the articles must be con-
sulted. Table A of 1862, cl. 35, and many special articles,
required seven days’ notice at the least to be given. This,
without more, means seven clear days [Razlway Sleepers Co.
(1885), 29 Ch. 204]; accordingly, neither the day of the service
of the notice, nor the day on which the meeting is to be held,
must be counted in the seven days. Therefore, in general,
if the meeting is to be held on the 20th of the month, the
notices, if sent by post, should be posted not later that the
rrth. Articles, however, often prescribe that, unless other-
wise provided, the day of the receipt of the notice shall be
counted but not the day of the meeting; in such a case,
where clear days are elsewhere required, this provision does
not apply [Pavilion, Newcastle-on-Tyne (1911), W.N. 235].
Table A, cl. 42 provides, subject to the provisions of s. 117 (2)