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

140 SECRETARIAL PRACTICE Adjourn- ment. Class Meetings. the stamping must be done before execution [Sadgrove v. Bryden (1907), 1 Ch. 318], but this does not apply to proxies which need a 710s. stamp [English, Scottish and Australian Bank (1893), 3 Ch. 385], nor to proxies executed abroad (Finance Act, 1907, s. ¢), which may be stamped within thirty days after their arrival in the United Kingdom. An adhesive stamp must be cancelled by the person executing the instrument, which will otherwise be void. The articles usually give power to a chairman to adjourn a meeting, with the consent of the members present; he may do so, but is not bound to adjourn, although requested so to do by a majority of the meeting [Salisbury Gold M ining Co. v. Hathorn (1897), A.C. 268], except, it would seem, at the statutory meeting. A chairman cannot, without the consent of the share- holders, dissolve or adjourn a meeting while any business for which it was convened remains unfinished, unless the articles authorise him to do so. If he attempts to do so, the meeting may elect another chairman and proceed with the business National Dwellings Society v. Sykes (1894), 3 Ch. 150]. An adjourned meeting is legally a continuation of the original meeting [Scadding v. Lorant (1851), 3 H.L.C. 418], and therefore no business can be transacted at an adjourned meeting which was not within the scope of the original meeting, except in the case of the statutory meeting. A resolution passed at an adjourned meeting must be treated as having been passed on the date on which it was actually passed and not on any earlier date, e.g. the date on which the meeting was originally convened [s. 119]. In Neuschild v. British Equatorial Oil Co. (1925), Ch. 346, it was held that a resolution confirmed at the adjournment of a meeting which was held within one month of the first meeting was validly confirmed as a special resolution under s. 69 of the Act of 1908, although the adjourned meeting took place more than one month after the meeting at which the resolution was passed. Had s. 119 been in force the decision must have been different. Meetings of classes of shareholders may occasionally be required to be held in cases where the articles make provision for them. Where such provision is made, it is commonly with a view to enabling a specified majority of shareholders in a class to bind the minority to a variation of the rights of the class. Table A, clause 3, is typical of the kind of article which is often found in the articles of a company. It runs as follows: ‘If at any time the share capital is divided into different classes of shares, the rights attached to any

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