Secretarial practice

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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

Quorum. Chairman. 134 SECRETARIAL PRACTICE any reasonable expenses incurred by them by reason of the default of the directors in convening the meeting and any sum so repaid to the requisitionists must be charged against the remuneration of the directors in default. The matter of notices is dealt with at length in Chapter XI. On the day of the meeting, it is necessary to see that the proceedings are validly carried through. The first point is to ascertain that a quorum is present. The quorum is prac- tically always determined by the articles and needs little further comment. In the absence of any other provision in the articles, three members (or in the case of a private company, two members) constitute a quorum [s. 115 (1) (d)]. The want of a quorum invalidates a meeting [Cambrian Peat Co. (1875), 31 L.T. 773]. The representative of a company, authorised under s. 116 of the Act to vote on its behalf, may be reckoned in the quorum [Kelantan Coco Nut Estates (1920), W. N.274]. The chair must be filled in accordance with the articles. The articles usually provide that the chairman of the board shall be chairman at general meetings; failing this, the meeting elects a chairman from among the directors, or, failing them, from among the members present. In default of, and subject to, any regulations in the articles, any person elected by the members present may take the chair [s. 115 (1) (€)]. The duties of a chairman are to preserve order, to conduct proceedings regularly, and to take care that the sense of the meeting is properly ascertained with regard to any question before it [National Dwellings Society v. Sykes (1894), 3 Ch. 159]. If the chairman improperly refuses to put an amend- ment, the resolution carried will be invalidated [Henderson v. Bank of Australasia (1890), 45 Ch. D. 330]. When the views of the minority have been heard, the chairman may move the closure; and if the motion is carried by the meeting, he may declare the discussion closed and put the question to the vote [Wall v. London and Northern Assets Corporation 1898), 2 Ch. 469]. In due course a resolution will be put to the meeting (see, as to resolutions, Chapter XIV) and the voting taken by a show of hands. On a show of hands the principle of ‘one man, one vote’ obtains, but by the terms of s. 117 no one may vote who is not a member of the company and no member may vote who is by the company’s regulations not entitled to vote. S. 117 is only applicable to special and extraordinary resolutions, but the principle is equally made applicable to ordinary resolutions by the articles of practically all com- panies, though in certain cases provisions are inserted enabling

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