Full text: Secretarial practice

MEETINGS OF SHAREHOLDERS 133 
All regulations, however, as to convening extraordinary 
general meetings must be read subject to the provisions of 
s. 114 of the Act, which entitles ‘members of the company 
holding at the date of the deposit of the requisition, not less 
than one-tenth of such of the paid-up capital of the company 
as at the date of the deposit carries the right of voting at 
general meetings of the company, or, in the case of a company 
not having a share capital, members of the company repre- 
senting not less than one-tenth of the total voting rights of all 
the members having at the said date a right to vote at general 
meetings of the company’ to requisition such a meeting. The 
requisition, which may consist of several documents in like 
form, must be signed by the requisitionists and deposited at 
the office of the company, and it must state the objects of the 
meeting. In the case of Fruit and Vegetable Growers v. 
Kekewich (1912), 2 Ch. 52), all the documents required the 
meeting to be convened ‘for the purpose of considering the 
reconstitution of the board and resolutions concerning the 
directorate and officers of the company’; some of them added 
the words ‘in addition to the affairs of the company in general.’ 
It was held that the documents were in like form within the 
meaning of the corresponding section of the Act of 1go8, and 
that they sufficiently indicated the objects of the meeting. 
Thereupon it becomes the duty of the directors, within 
twenty-one days, to cause a meeting to be convened, and 
this they will do by meeting and instructing the secretary to 
call the meeting. If the requisition is for the purpose of 
passing an extraordinary or special resolution and the directors 
do not give the notice required by s. 117, they will be deemed 
not to have duly convened the meeting [s. 114 (6)]. After 
the twenty-one days, if no meeting has been duly convened, 
the requisitionists, or any of them representing more than 
one-half of the total voting rights of all of them, may them- 
selves convene one in the same manner as nearly as possible as 
meetings are to be convened by the directors. It was decided 
in 1901 by Wright, J. [re State of Wyoming Syndicate (1901), 
2 Ch. 431], that the secretary cannot, within the twenty-one 
days, convene the meeting without the authority of the 
directors; but the further point was left open as to whether, 
after the expiration of the twenty-one days, the requisitionists 
could convene the meeting by notices signed by the secretary. 
Semble, however, they could do so as a meeting convened by 
the directors would be convened. In any event, no meeting 
convened by the requisitionists can be held more than three 
months from the date of deposit of the requisition. Under 
Ss. I14 (5) the company must reimburse to the requisitionists 
Requisi- 
tioned 
Meeting.
	        
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