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

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Document type:: Monograph

Structure type:: Chapter

Title:: Chapter XII. Meeting of shareholders

Collection:: Economics Books

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.

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