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 XXVII. Agenda and minutes

Collection:: Economics Books

AGENDA AND MINUTES 337 that the shareholders may know exactly what their directors have been doing, why it was done, and when it was done.’ Notwithstanding this expression of high legal opinion, it will be found in practice inadvisable to explain in the minute book why any particular resolution is passed. Indeed, this is sometimes impossible, as the reason for a particular decision which may operate in the mind of any one member may be quite different from that which influences his colleagues. Moreover, it is unusual and undesirable in the case of company board meetings for the minute book to be accessible to share- holders generally, and there appears to be no authority for the suggestion that they have a right of access to the directors’ minute book, and no secretary would be safe in assuming that shareholders have such a right. They have of course a statutory right of inspecting minutes of general meetings of the company, and on payment to a copy of such minutes and the book containing such minutes must be kept at the registered office of the company [s. 121]. An occasion might arise when refusal to inspect board minutes might be justified—without express instructions from the chairman—in the case of a director himself, if it appeared evident that he wished to utilise his privileged position for a purpose detrimental to the company and the board. A difficulty of this kind was the subject of judicial decision in R. v. Hampstead Borough Council, ex p. Woodward (The Secretary, 1917, p. 68), where the principle was affirmed that whilst a member of a public body acting solely in the public interest has a right to inspect the documents of that body, yet if the inspection is sought for any other purpose, and the interest of the public is not his sole aim, he is de- prived of his primd facie right, and will not be permitted to utilise his privilege for personal or other ulterior objects. With regard to the minutes of general meetings of shareholders of public companies, these usually follow certain stereotyped lines. The first resolution submitted at the annual general meeting of shareholders is for the adoption of the report and accounts, and generally takes the following form:— That the directors’ report and statement of accounts as at General the 31st December last, and now submitted t~ this Meetings. meeting, be and the same are hereby received and adopted. Before, however, recording this resolution the record of the proceedings will state that the notice convening the meeting was read (or was taken as re> ), and that the auditor’s report was read to the meeting 's 71° Inspection of Minute Books.

Access restriction

Copyright

fullscreen: Secretarial practice

Monograph

Chapter

Table of contents

Download

Monograph

Chapter

This page

Image fragment

Citation links

Citation recommendation