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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Chapter

Document type:: Monograph

Structure type:: Chapter

Title:: Chapter XII. Meeting of shareholders

Collection:: Economics Books

MEETINGS OF SHAREHOLDERS 141 class (unless otherwise provided by the terms of issue of the shares of that class) may be varied with the consent in writing of the holders of three-fourths of the issued shares of that class, or with the sanction of an extraordinary resolution passed at a separate general meeting of the holders of the shares of the class. To every such separate general meeting the provisions of these regulations relating to general meetings shall mutatis mutandis apply, but so that the necessary quorum shall be two persons at least holding or representing by proxy one-third of the issued shares of the class, and that any holder of shares of the class present in person or by proxy may demand a poll.’ The provisions of the particular article, whatever they may be, must be carefully observed in convening and holding a class meeting, special care being exercised in ensuring that the necessary quorum is present. A proxy at a class meeting can in general only be held by a person who is a member of such class [Madras Irrigation Co. (1881), W.N. 120]. As to the right of members of the class who allege that they are anfairly prejudiced by a resolution passed under such an article to appeal to the Court, see s. 61 and supra p. 37. An important duty of the secretary is the recording of Minutes. minutes. These are required by s. 120 to be entered in books kept for the purpose, and minutes of proceedings at general meetings, as well as of proceedings at board meetings, must be kept; and they should be kept in separate books. The minutes in either case should be signed by the chairman of the meeting at which the proceedings recorded took place, or by the chairman of the next succeeding meeting. They then become evidence of the proceedings. This does not mean that they are conclusive evidence, but, in the absence of any other evidence to show their incorrectness, they will be accepted by the Courts as reliable. Neither are the minutes exclusive evidence of what took place at a meeting, and an unrecorded resolution may be proved by other evidence [re Fireproof Doors (1916), 2 Ch. 142]. Detailed information in regard to minuting will be found in Chapter XXVII. The books containing the minutes of general meetings must be kept at the registered office and the members have a statutory right to inspect without charge and to be furnished with copies on payment of sixpence per hundred words (s. 121). This right can be enforced by the Court; but it does not extend to the minutes of board meetings. It is therefore desirable to keep in separate books the minutes of the general meetings and of the directors’ meetings.

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