Full text: Secretarial practice

MEETINGS OF SHAREHOLDERS 129 
shown in the case of East v. Bennett Brothers (1911), 1 Ch. 
163). In that case by the memorandum no new shares 
could be issued so as to rank equally with or in priority to the 
existing preference shares, unless the issue was sanctioned 
by an extraordinary resolution of the holders of the pre- 
ference shares at a separate meeting of the holders specially 
summoned for the purpose. The existing preference shares 
being all in the hands of one person, and there being nothing 
in the constitution of the company to prevent one person 
holding them all, the word ‘meeting’ was held to be applic- 
able to the case of a single shareholder. 
The general meetings of a going company comprise the 
statutory meeting, ordinary general meetings, and extra 
ordinary general meetings. 
The statutory meeting (s. 113) is a general meeting of the 
members, which must be held by a company limited by 
shares or limited by guarantee and having a share capital not 
less than one month nor more than three months from the 
date at which the company is entitled to commence business. 
The object of the statutory meeting is to give shareholders the 
opportunity of making themselves acquainted with the 
promotion and flotation of the company, both by means of 
the statutory report (see below) which they receive before the 
meeting, and by means of discussion at the meeting, in case 
there are any points not included in the report upon which 
they desire information. The provisions as to the statutory 
meeting and statutory report do not apply to a private 
company [s. 113 (10)]; but they do now apply to a company 
limited by guarantee if it has a share capital. 
The statutory meeting is a general meeting, and accordingly 
there seems no doubt that the provision of s. 112 that a general 
meeting of every company is to be held once at the least 
in every calendar year, and not more than fifteen months 
after the holding of the last preceding general meeting, is 
complied with in the first instance by holding the statutory 
meeting. ‘Calendar year’ means the period from January 1 
to December 31, and not the period of a year dating from the 
company’s registration [Gibson v. Barton (18735), L.R. 10 Q.B. 
329]. A company registered in July, 1929, will necessarily 
hold its statutory meeting within that year, i.e. if it becomes 
entitled to commence business before the end of September, 
1929. Its next general meeting must be held during the 
year 1930, at an interval of not more than fifteen months 
from the statutory meeting. But a company registered on 
September 20. 1029. which becomes entitled to commence 
Statutory 
Meeting.
	        
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