CHAPTER 7: MEETINGS
1. What are the types of meetings? (SAGE)
a. Statutory Meeting
- Applies to public company limited by shares and incorporation
- Does not apply to public company by guarantee
- S142 CA 1965 – Not less than one month and not more than 3 months to do statutory meeting from business commencement date
- Its purpose to receive and consider the statutory reports of the company together with auditor’s report
- The Statutory Report (Form 51) must:
a. Contains particulars as provided under 142(3)(a)(b)(c)(d)&(e)
b. Be certified at least by two directors
c. Be forwarded to every member of the company ...view middle of the document...
Extraordinary General Meeting
- Subject to the Articles, EGM of members may be convened at anytime for the transaction of business which requires attention before the next AGM
- S132D- Empower the D pursuant before the AGM
d. General Meeting on Requisition of Members
- Members of voting right may at any time lodge a resolution requiring the D to convene an EGM for the purposes stated in the requisition
2. What are the convocations of meeting?
- A meeting of a company other than for the passing of a special resolution shall be called by notice in writing of not less than 14 days or such longer period as it provided in the articles of association
- The notice is to be given to every member and the auditor of the company, if listed notice also given to Bursa Malaysia
- Passing resolution meeting – 21 days notice (Section 152)
- AGM - 21 days notice
3. What are the conducts of meeting? (QC VP MMR)
- S147(1)- A quorum is min two members personally present
- A meeting cannot be constituted by one member and any resolution purported to be passed at such a ‘meeting’ are invalid
- Case: United Investment & Finance Ltd V Tee Ching Yong & Ors
- Case: Sum Hong Kum V Li Pin Furniture Industries Pte Ltd
The articles of a co provided that no business could be transacted unless a quorum was present. The plaintiff was removed as D at a meeting convened without the requisite quorum.
Held: The Singapore High Court granted a declaration that the meeting was invalid. The court held that the procedural irregularity in the meeting caused by substantial injustice to the plaintiff and could not be validated.
- Case: Tan Guang Eng V BH Low Holdings Sdn Bhd & Ors
The HC construed the relevant articles to mean that a quorum was required only at the time when the meeting proceeded business, ie the continued meeting with the presence of only bolder of a valid proxy was a valid meeting. Therefore the resolution passed was a valid resolution.
- S147(1)-Any member present at the meeting may be elected to chair the meeting
- Chairman duties
a. to direct the meeting
b. preserve order
c. ensure that proceeding are conducted at proper manner
- The power to vote is not a fiduciary power and a shareholder owes no duty to anybody as to how he or she will exercise their vote.
- Table A art 54 states that by providing a show of hands each member or representative of a member has one vote.
- Case: Bin Hee Heng V Management Corp...