9.Law of Meetings

8/10/2019 9.Law of Meetings

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Lecture By: Cheah YS

Department of Law

Sunway University Business School


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General Sharp v Dawes

At least 2 persons

present Exceptions

Section 150

Court may order meeting of one

person if impracticable to call

for meeting

Section 147(6)

Wholly owned subsidiary


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Statutory Meeting

Section 142

-Applicable to public company

- To be held between 1 - 3 months from date of

Certificate of Entitlement To Commence

Business


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Annual General Meeting First AGM

Section 143(1)

- Within 18 months of incorporation

Subsequent AGM

Sections 143(1) and 169(1)

- Once in every calendar year, and

- not more than 15 months after the last AGM and not

later than 6 months from end of financial year,

whichever is earlier.


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Extraordinary General Meeting

Section 144

-Any meeting which is not an AGM


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Where

Section 145A

- Within Malaysia

- May be held at more than 1 venue using

technology that allows all members a

reasonable opportunity to participate


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General Directors

Exceptions

Section 145(1)

Subject to Articles of Association which mayprovide lower qualification- any 2 members holding 10% of the issued sharecapital

- 5% of members where company does not have sharecapital

Section 143(4)(b)

For AGM, court on application of any member


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General

Directors

Exceptions

Section 144(1)

For EGM,

for company having share capital - members holding 10% of paidup capital

for company not having share capital - 10% of total voting rights

Meeting to be held not later than 2 months after receipt of request

Directors to call for meeting within 21 days after request. If not, anyrequisitionists who hold half of the voting rights of requisitionistsmay call for EGM. All expenses to be reimbursed by company


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General

Directors

Exceptions

Section 150

Court if impracticable to call meeting or

conduct meeting


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To whom?

All members

Smyth v Darley

Accidental Omission

Section 145(5)

Re West Canadian Collieries Ltd

Musselwhite v Musselwhite

How? Article 108 (Table A)

Personally or prepaid post


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Time

Annual General Meeting

Public company - 21 days notice Private company 14 days

Section 145(2A)

Extraordinary General Meeting

14 days notice

Section 145(2)


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Special resolution

21 days notice Section 152(1) Special Notice

28 days notice from the member to thecompany Section 153

Sections 128 - removal of director

Section 172(4) - removal of auditor


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AGM

Section 145(3)(a)

All members entitled to attend and vote EGM

Section 145(3)(b)

Company with share capital - majority membersholding 95% of nominal value

Company with no share capital - majority membersholding 95% of voting rights


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Special resolution

Section 152(2)

Company with share capital - majority

members holding 95% of nominal value

Company with no share capital - majority

members holding 95% of voting rights


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A statutory right of member

Section 149(1)

Qualification of Proxy

Section 149(1)(b)

Subject to articles

Another memberAdvocate

Approved company auditor

Person approved by CCM


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Section 149(1)(c) and (d) Subject to articles

Two to represent separate proportions of

holdings Powers of Proxy

Section 149(1)

Subject to articlesAttend

Speak

Vote on poll


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Present and vote provided proxy does not vote

Cousins v International Brick Co Ltd

Present and not vote. Right to vote given to proxy

Ansett v Butter Air Transport Co (No 2)

Termination of proxys appointment

Submit notice of termination to company beforemeeting

Operation of law ie proxy's death / becomesunsound mind

Transfer of shares


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Number

Section 147(1)

2 members personally present unless articlesprovide otherwise

Article 47 (Table A)

Members including proxy and corporaterepresentative


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When? Article 47 (Table A)

Re Hartley Baird Ltd At the commencement of the general meeting

Article 83 (Table A)

BOD - Throughout the BOD meeting

Re London Flats

At least 2 members / proxy present throughout meeting. Ifquorum is 2, quorum must be maintained throughout.


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Who? Section 147(1)(b)

Unless the articles provide, any member

Article 49

Chairman of the BOD unless 15 minutes late

Rights

National Dwelling Society v Sykes

Conduct meeting

Article 53

Casting vote

Byng v London Life Association Adjourn meeting


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Right to vote Section 148(1)

Exceptions

Articles suspend right until member has paidcalls on shares

Articles suspend rights of preference

shareholders


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One member one vote Proxy cannot vote unless articles permit

Vote on poll Section 149(1)(a)

Unless the articles provide otherwise, proxy mayvote on poll

Article 54 (Table A) Proxy may participate

One share one vote


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Section 146(1)(a)

Statutory right to demand vote on poll except for election of chairman

Who may demand vote on poll?

Maximum requirement

Section 146(1)(b) 5 members who have voting power

member with 10% of voting power at meeting

member with 10% of paid up shares at meeting

Article 51 (Table A) Chairman 3 members/proxies present

member with 10% of voting power at meeting

member with 10% of paid up shares at meeting


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Ordinary Resolution

14 days notice

Simple majority of members present andvoting

Special Resolution (section 152)

21 days notice

75% of members present and voting


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Ordinary Resolution

14 days notice

Simple majority of members present andvoting

Special Resolution (section 152)

21 days notice



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Hybrid Resolution (section 129)

14 days notice


Situations

Appointment of director above 70 years in aprivate company that is a subsidiary of a publiccompany

Appointment of auditor to replace removed

auditor


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Section 153

Member give 28 days notice to company

Company give 14 days notice to members

If meeting called earlier than 28 days after members' notice,not void

Situations

Section 128

Removal of director Section 172(4)

Removal of auditor


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Section 152A

Signed and approved by all members

Deemed passed at meeting held at theregistered office on the date it was signed

by the last member


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Lodgment with the ROC

Section 154(1)

Special resolution Section 62(4)

Ordinary resolution to increase authorisedcapital

Section 165

Annual return


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Minute book

Section 156

Minutes to be entered within 14 days

9.Law of Meetings

Documents

Transcript of 9.Law of Meetings