338 
SECRETARIAL PRACTICE 
If the report recommends the payment of a dividend, 
a second resolution may be submitted to the following effect, 
or these words may be added at the end of the first resolution, 
namely: —'That a dividend of per cent. for the 
year ended 31st December last be and the same is hereby 
declared on all the issued shares of the company payable 
less income tax to the shareholders appearing on the register 
as on the day of (the date on 
which the share register was closed). 
The wording must of course be altered to suit the cir- 
cumstances, e.g. if there are two or more classes of shares 
the resolution must state exactly on which class of shares 
the dividend is payable. If an interim dividend has been 
paid it is desirable to add after the words ‘dividend of 
per cent.” words in brackets to the following effect ‘(making 
with the interim dividend declared on the last, a 
dividend of per cent.).’ 
The next resolution usually submitted is the resolution 
for the re-election of the retiring directors, and should be 
in the following words: — 
That Mr. ‘A. B.’ the director retiring by rotation, be and 
he is hereby re-elected a director of the company. 
The resolution appointing the auditors is usually proposed 
and seconded by some shareholder other than a director. 
While this is usual and desirable, it is by no means necessary, 
and it is quite competent for the resolution to be proposed 
and seconded by directors or other officials. The resolution 
should be in the following form: — 
That Messrs. ‘A. B. & Co.,’ chartered (or incorporated) 
accountants, be and they are hereby appointed 
auditors of the company for the ensuing year, at a 
remuneration of £ 
S. 132 of the Companies Act, 1929, provides that every 
company shall at each annual general meeting appoint an 
auditor, and sub-s. (6) of that section provides that the re- 
muneration of the auditors shall be fixed by the company 
in general meeting. Presumably, however, it is in the power 
of the shareholders to delegate their functions to the directors 
if they so desire, and in the case of new companies it is not 
unusual for the shareholders to appoint the auditors, but 
instead of fixing their remuneration, to add at the end of 
the resolution, words to the following effect: ‘At a remunera- 
tion to be fixed by the board.’ 
Amend- - If any amendment is proposed to a resolution, such 
ments, amendment after being seconded, is put to the meeting before