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.