Page 200 - DCOM106_COMPANY_LAW

Unit 12: Company Meetings and Proceedings

12.5 Requisites of a Valid Meeting Notes

12.5.1 Notice of Meeting

Every member of the company is entitled to a notice of every general meeting. A notice of not
less than 21 days must be given in writing to every member. However, a shorter notice for AGM
will be valid if all members entitled to vote give their consent. In case of other meetings, a
shorter notice will be valid if consent is given by members holding at least 95% of the paid-up
capital carrying voting rights, or representing at least 95% of the voting power.
The notice may be given to members either personally, or sending by post to him at his registered
address. A notice of a meeting may also be given by advertising the same in a newspaper
circulating in the neighbourhood of the registered office of the company.
The secretary should see that proper notice of meeting must be given to all persons who are
entitled to receive it. An improper or insufficient notice, as well as absence of notice, may affect
the validity of a meeting and render the resolutions passed at the meeting ineffective. Also the
notice should make a full and frank disclosure to the members of the fact on which they would
be expected to vote.

12.5.2 Agenda of the Meeting

The word ‘agenda’ indicates the business to be transacted at a meeting. It is prepared for all kinds
of meetings in order that the meeting may be conducted systematically. The agenda is generally
prepared by the secretary in consultation with the chairman. It is drafted in such a manner as to
help the chairman to conduct the meeting smoothly. In drafting the agenda, the secretary should
bear in mind the following: (i) the agenda should be clear and explicit; (ii) it should be drafted
in a summary manner; (iii) all items of routine business should be put down first and the
contentious matters later; and (iv) all items of similar nature should be placed in a continuous
order.
The foregoing points are important because when a copy of the agenda is sent to a member, he
is in a position to form a definite opinion of the subject matter to be discussed at the meeting.
While preparing the agenda, care should be taken for the order of the matters to be discussed, as
the order of the agenda cannot be altered except with consent of the meeting. Sometimes, the
agenda is drafted in such a manner that it can serve the purpose of minutes later on. Some space
is left opposite each agenda item and the secretary writes it up during the meeting; this practice
is very common in the preparation of agenda for Board meetings.
Sometimes, companies maintain an Agenda Book, wherein the agenda items are entered. It is
placed before the chairman of the meeting and is regarded as the agenda. Those placed before
the members or other directors are copies only. Later, the agenda book becomes a permanent
record for future reference.

12.5.3 Proxy

In the case of a company, every member of the company entitled to attend and vote at a meeting
has the right to appoint another person, whether a member or not, to attend and vote for him.
The term ‘proxy’ is applied to the person so appointed. Also, it refers to the instrument by which
a member of a company appoints another person to attend the meeting and vote on his behalf.
However, the proper term for this document is ‘proxy form’ or ‘proxy paper’. The following
points about proxies are to be noted: (i) A proxy has no right to speak at the meeting. (ii) A proxy

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