Secretarial practice

Bibliographic data

Monograph

Identifikator:: 1828236004

URN:: urn:nbn:de:zbw-retromon-249926

Document type:: Monograph

Title:: Secretarial practice

Edition:: fourth edition

Place of publication:: Cambridge

Publisher:: W. Heffer & Sons Ltd

Year of publication:: 1930

Scope:: viii, 987 Seiten

Digitisation:: 2022

Collection:: Economics Books

Usage license:: Get license information via the feedback formular.

Chapter

Document type:: Monograph

Structure type:: Chapter

Title:: Chapter XI. Notices

Collection:: Economics Books

Examples. 124 SECRETARIAL PRACTICE of special business the general nature of such business. Special business is usually defined as all business transacted at an extraordinary general meeting, and all business transacted at an ordinary general meeting, except the sanctioning of a dividend, and the consideration of the balance sheet, the report of the directors and auditors, and the election of directors and auditors. The principle of law, that a meeting has no power to pass any resolution outside the scope of the notice, must be con- sidered in connexion with the common provision of articles of association, just mentioned, to the effect that a notice of a meeting to transact what is commonly described as special business must state the general nature of the business. The sufficiency of notices has frequently been discussed before the Courts, and a few instances may be mentioned as afford- ing some guidance. It is impossible to lay down any hard and fast rule as to what notice is or is not sufficient, since it has been held, in Normandy v. Ind, Coope & Co. [(1908), 1 Ch. 84], that the sufficiency of a notice must be determined by the special circumstances of each case. Here are five concrete examples: (1) A notice specified a resolution to the effect that directors’ remuneration should be 40 per cent. of certain profits; the resolution was passed with the substitu- tion of 30 per cent. for 40 per cent.: held, that the alteration did not invalidate the resolution [Torbock v. Lord Westbury (xg902), 2 Ch. 871]. (2) Notice was given of an extraordinary meeting for the purpose of altering the company’s articles; the notice did not indicate the nature of the alterations, which were important: held, that the notice was insufficient (Normandy v. Ind. Coope & Co. (above)]. (3) The notice convening a general meeting stated that it would be held for the purpose of receiving the directors’ report, and the election of directors and auditors. The directors’ report which accompanied the notice, mentioned special business not referred to in the notice, namely, the ratification of the board’s previous election of a director: held, that the notice and report together were sufficient notice of this special business [Boschoek Proprietary Company v. Fuke (1906), I Ch. 148]. (4) The notice of the annual general meeting stated that the meeting was for the purpose of considering and, if thought fit, of passing certain resolutions, ‘with such amendments and alterations as shall be determined upon at such meeting.” One of the resolutions was for the appoint- ment of three specified persons as directors. To this resolu- tion an amendment was carried that two additional specified persons should also be appointed; the articles provided that

Access restriction

Copyright

fullscreen: Secretarial practice

Monograph

Chapter

Table of contents

Download

Monograph

Chapter

This page

Image fragment

Citation links

Citation recommendation