Different Types of Meetings in Companies

Company Organisation (19UBAC63) UNIT 3 Types of Meetings in companies Prepared by Dr S SHEIK FAREETH MBA., M.Phil., SET., NET., Ph.D. Assistant Professor Business Administration Arul Anandar College (Autonomous) Karumathur. Dr SSF - AAC

MEETING A meeting is a gathering of two or more people that has been convened for the purpose of achieving a common goal through verbal interaction, such as sharing information or reaching agreement. Dr SSF - AAC

TYPES OF MEETING Shareholdersmeeting i) Statutory meeting II)Annual general meeting III) Extra-ordinary general meeting Directorsmeeting I) Board meeting II) Committee meeting Dr SSF - AAC

CONTD Specialmeeting I) Class-meeting II) Creditors meeting Dr SSF - AAC

Dr SSF - AAC

SHAREHOLDERS MEETING Dr SSF - AAC

STATUTORYMEETING DEFINITION: Statutory meeting is the first meeting of the members of a publiccompany. It is held once in the life of a public company that limited byshares. Statutory means legal, so this meeting is totally based on law. Must be certified by at least two directors. OCCASION: This meeting must be held not less than 1 month but before 3 months of obtainingthe certificate of commencement of business. Dr SSF - AAC

CONTD NOTICE OF MEETING: The directors will send a notice of the meeting to all the members of the company at least 21 days before the meeting. And also send a copy of statutory report to the shareholders Dr SSF - AAC

THE PURPOSE OF STATUTORY MEETING To winconfidence To provide latestinformation's To discuss futureplans To discuss statutory report ; total numbers of shares issued , total receipts and total payments , cash received against shares allocated , details of the shares allocated. Dr SSF - AAC

ANNUAL GENERALMEETING DEFINITION: Every public company will hold Annual General Meeting of its members everyyear. This meeting is to be call and held by the directors of thecompany. Mandatory for every type of company or for thatmatter. OCCASION: The first annual general meeting must be held within 18 months from the date of its incorporation. The next meeting must be held once in every calendar within 4 months after closing its financial year. Dr SSF - AAC

PURPOSE OF ANNUAL GENERALMEETING To receive and consider the Director s and Auditors reports. To sanction or declaration of the dividend (if any) recommended by the directors. To appoint, or re-appoint, the directors. To appoint, or re-appoint, the auditors and fix their remuneration. Dr SSF - AAC

EXTRAORDINARY GENERALMEETING DEFINITION: All general meetings other than annual general meeting and statutory meeting are known as Extra-Ordinary GeneralMeetings. This meeting is held on the special occasions or it can say in the emergency situations when directors think that is necessary. For example; at the plan of merger. OCCASION: This meeting is held on the special occasion and in the emergency situation. NOTICE OF THE METING: The directors will send a notice of the meeting to all the members of the companyat least 21 days before the meeting. Dr SSF - AAC

DIRECTORSMEETING DEFINITION: A Board of Directors generally must conduct a Board Meeting to make company s decisions, frame the general policy of the company, directs its affairs, appoints the company officers, and ensure that they carry out their duties and recommend to the shareholders regarding distribution of dividend. Not provided in theact. Usually director may at any time summon a meeting of the directors. Board of Directors will hold the responsibility for the overall success and failure of the corporation. Dr SSF - AAC

TYPES OF MEETING i. Special Meeting : A special meeting is one called by a majority ofthe director for a particular purpose. ii. Scheduled Meeting: A scheduled meetingis generally set forth in the corporation s Bylaws or Articles ofIncorporation. Dr SSF - AAC

SPECIALMEETING For any special situation, when the meeting is arranged by the company, itis called special meeting. The types of the special meetings are as follows Class-meeting Creditors meeting Dr SSF - AAC

Class-meeting The Company has different kinds of shares. When the meeting is arranged by any one kind of shareholders it is called class meeting. Creditors meeting The directors or their appointed lower can invite this type of meeting. Moreover this type of meeting may be arranged by the order of the court. If necessary to reconstruct or to dissolve or to any amalgamate the company to preserve the rights of the creditor this type of meeting is invited by their proper authoritative person. The creditors who will be present in the meeting or the presence of three- fourth credit holders of the total credit can take the decision and the court will give the instruction on the basis of this decision and the creditors are bounded to abide by the decision. Dr SSF - AAC

PROCEEDING ATMEETING Dr SSF - AAC

VENUE: Under Section 145 A of CompaniesAct Anywhere in Malaysia Not necessary at registered office More that one venue Can use technologies ( Skype, Power Point Presentation ) AGENDA: Unless the articles of a company provided, agenda is not required by law to be given to every director. i. Adoption of Minutes of previous AGM or EGM; ii. Annual Report of Board; iii. Audited accounts; iv. Reappointment of retiringAuditors; v. Election of Directors; vi. Consider & decide resolutions for which due notice has been given. Dr SSF - AAC

QUORUM Meaning: A Quorum in simple words means the minimum number of members that have to be present in a meeting. Under the Act, the quorum for a General Meeting, a Board Meeting and an Extraordinary General Meeting is enumerated within its provisions. Dr SSF - AAC

Quorum Required for a General Meeting Section 103 of the Act states the quorum required for a General Meeting. Under this Section, unless the Articles of Association of the company provide for a larger quorum, the minimum quorum must be: For public companies 5 members to be present if as on the date of the meeting being held, the number of members in the company does not exceed one thousand. 15 members to be present if as on the date of the meeting there are more that one thousand members but less than five thousand members. 30 members to be present if as on the date of the meeting there are more than five thousand members. Dr SSF - AAC

QUORUM - For Private Companies In the case of a private company regardless of the number of members, two members must be present for the quorum to be met for a meeting. Dr SSF - AAC

Non-Fulfillment of Quorum Requirement Sub-clause (2) and (3) of Section 103 of the Act provides for when the quorum has not been met. If the quorum is not present within half an hour of the time set for the meeting to begin, then the following options will be applicable: The meeting will be adjourned, and it shall be held on the same day and at the same time next week, or any other date and time as the Board may determine. If the meeting is adjourned then the date, time and place of the meeting will be notified personally or via advertisement. The advertisement must be published in both English as well as the vernacular language in a newspaper which is in circulation at a place where the registered office of the company is situated. The meeting, if called by requisitionists under Section 100, shall stand cancelled. Under sub-clause (3), if the quorum is not present at the adjourned meeting, then the members present shall be the quorum. Dr SSF - AAC

QUORUM FOR BOARD OF DIRECTORS MEETINGS The quorum for a board meeting must be 1/3rd of the total number of directors or 2 directors whichever is the higher number. Therefore in case, there are only three directors in a company, then at least two must be present even though 1/3rd would entail that only one director needs to be present. If the directors are not physically present but take part in the meeting via any audio/visual means, they too shall be considered part of the quorum. Dr SSF - AAC

PROXIES Meaning A person who can attend and vote in general meeting on behalf of the member of the company. Rights of the proxy: Attending meeting. Voting on poll. Disabilities of proxy: A proxy has no right to speak at the meeting. A proxy cannot be a chairman in the meeting. He will not be counted in quorum. He cannot vote by show of hands Dr SSF - AAC

MINUTES OF MEETING Minutes are a record of what the company and directors do in meetings. The book in which the record of the proceedings of a meeting is kept is known as the minute book. Separate minute books are required to be kept. Each page of the minute book which records proceedings of a Board meeting shall be initialed or signed by the chairman of the same meeting or the next succeeding meeting. Dr SSF - AAC

THANKYOU Dr SSF - AAC