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Saturday, April 11, 2015

Company Meeting - Essentials and Rules to Govern Company Meeting

Introduction: A ‘Meeting’ may be defined as any gathering, assembly or coming together of two or more persons for the transaction of some lawful business of common concern. Like any other association, a company must also hold meetings for its proper functioning. The shareholders or members of a company, who are the real owners, must have the opportunity to collectively discuss the affairs of the company and to exercise their ultimate control over the management of the company. Similarly, the directors, in whom the management of the company is vested, must come together periodically to function as a team and take collective decisions regarding the business policy of the company and to exercise overall supervision over the management. Thus, the management of a company is really carried on through meetings of shareholders and directors and the resolutions adopted therein.

Requisites of a Valid Meeting
If the business transacted at a meeting is to be valid and legally binding, the meeting itself must be validly held. A meeting will be considered to be validly held, if:
1. It is properly convened by proper authority and by a proper notice.
2. It is properly constituted with requisite quorum of members and by duly elected Chairman.
3. It is properly conducted, i.e. according to rules.

Proper Authority to Convene Meeting: A meeting must be convened or called by a proper authority. Otherwise it will not be a valid meeting. The proper authority to convene general meetings of a company is the Board of Directors. The decision to convene a general meeting and issue notice for the same must be taken by a resolution passed at a validly held Board meeting.

Notice of Meetings: A meeting in order to be valid must be convened by a proper notice issued by the proper authority. It means that the notice convening the meeting be properly drafted according to the Act and the rules, and must be served on all members who are entitled to attend and vote at the meeting. For general meeting of any kind at least 21days notice must be given to members. A shorter notice for Annual General Meeting will be valid, if all members entitled to vote give their consent. The number of days in each case shall be clear days, i.e. the days must be calculated excluding the day on which the notice is issued, a day or so for postal transit, and the day on which the meeting is to he held. Every notice of meeting of a company must specify the place and the day and hour of the meeting, and shall contain a statement of the business to be transacted thereat.

Quorum of Meetings: Quorum is the minimum number of members who must be present at a meeting as required by the rules. Any business transacted at a meeting without a quorum is invalid. The main purpose of having a quorum is to avoid decisions being taken at a meeting by a small minority which may be found to be unacceptable to the vast majority of members. The number constituting a quorum at any company meeting is usually laid down in the Articles of Association. In the absence of any provision in the Articles, the provisions as to quorum laid down in the Companies Act, 1956 (under Sec.174) will apply. The Articles may provide for a larger quorum, but it cannot provide for a smaller quorum than that laid down in the Act. Sec.174 of Companies Act provides that the quorum for general meetings of shareholders shall be five members personally present in case of a public company; and two members personally present for any other company.

Agenda of Meetings: The word ‘agenda’ literally means ‘things to be done’. It refers to the programme of business to be transacted at a meeting. Agenda is essential for the systematic transaction of the business of a meeting in the proper order of importance. It is customary for all organisations to send an agenda along with the notice of a meeting to all members. The business of the meeting must be conducted in the same order in which the items are placed in the agenda and the order can be varied only with the consent of the meeting.

Proxy: The term ‘proxy’ is used to refer to the person who is nominated by a shareholder to represent him at a general meeting of the company. It also refers to the instrument through which such a nominee is named and authorised to attend the meeting.

Chairman of a Meeting: ‘Chairman’ is the person who has been designated or elected to preside over and conduct the proceedings of a meeting. He is the chief authority in the conduct and control of the meeting.

Particular rules for the conduct of meetings are as follows:
1.       The agenda for meetings of the Board is prepared by the Secretary to the Board and approved in advance by the Executive Committee. 

2.       An officer of administration shall be assigned by the President to each Committee to act as executive officer for that Committee.  The executive officer so assigned shall assist the Chair of the Committee in establishing and executing the Committee’s work plan for the year.

3.       The agenda for meetings of the Committees is prepared by the Secretary to the Board following consultation with the Committee chair and the executive officer assigned to the Committee. The business of Board and Committee meetings will normally be confined to the agenda. The Chair of the meeting will request a motion concerning the addition of any new agenda items at the commencement of the meeting.  The motion shall not be debatable.

4.       Meetings of the Board or any of its Committees may take place either in person or electronically. In the case of a meeting called to take place in person, members of the Board or any of its Committees (as the case may be) may take part in such meeting either in person, by teleconference or by video conference.

5.       In the case of a meeting called to take place electronically, members of the Board or any of its Committees (as the case may be) may take part in such meeting by means of such telephone, electronic or other communications facilities as permit all persons participating in the meeting to communicate with each other simultaneously. Proxies are not permitted at any meeting of the Board or any of its Committees.

6.      The quorum for any meeting of the Board is set forth in the bylaws.  The quorum for any meeting of a Committee shall be 50% of the members of the Committee plus one unless a quorum is otherwise provided in any of the Constating Documents.

7.  Each Board meeting shall be divided into an open session and a closed session.  Detail on these sessions is provided in Part III of these Procedures.  Each Committee meeting shall be conducted in camera, with attendance limited to Board members serving on that Committee, the University Secretary, the Secretary of the Board, Vice-Presidents, the executive officer responsible for the operations of that Committee, and others who may be invited by the Chair of that Committee.

8. All information gained from materials issued to the Board and its Committees, the discussion at Committee meetings, and anything tabled or discussed during the closed session of a Board meeting is strictly confidential until it is either distributed to the Board for the open session of the meeting, or is released by the University.  Compliance with this practice is a condition of membership on the Board.