Page 320 - DMGT407Corporate and Business Laws

Unit 13: Meeting of Directors and Shareholders

The secretary should see that proper notice of meeting must be given to all persons who are Notes
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.
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.

Proxy (s.176). In the case of a company, every member of a 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
need not be a member of the company. (iii) The instrument appointing a proxy must be in
writing and signed by the appointed. (iv) The proxy form must bear the date of the meeting. (v)
No company can make it compulsory for any one to lodge proxies earlier than 48 hours before
the meeting. (vi) A proxy may be revoked before the person appointed has voted. (vii) A proxy
can demand a poll. (viii) A proxy cannot vote against the wishes of his appointer.
Secretarial work as regards proxies. (a) Scrutinise the proxy forms to see whether they comply
with the provisions the Act, and the bye-laws and rules of the organisation. (b) Any proxies
received after the stipulated time limit must be returned with a note that they cannot be accepted.
(c) Any irregularities in proxy forms should be reported to Chairman of the meeting, as he is the
final authority to accept or reject them. (d) Each correct proxy form is countersigned by the
Secretary. (e) Enter the correct proxy forms in Register of proxies. (f) Return the proxy form to
the member together with an Admission card in the name of the proxy.

13.4.1 Quorum for Meeting

A number of members of any body sufficient to transact business at a meeting is a quorum. Stated
differently, a quorum is the minimum number of persons whose presence is necessary for the
transaction of business. The quorum for meetings is generally fixed by the Articles of the company,
or bye-laws and the rules of the association or society. Any resolution passed without a quorum is
invalid. In fact, if no quorum is present, then there is no meeting and the proceedings are invalid.

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