LAWS OF COMPANY MEETINGS

By P.A. SHERIN AMEER M. B . A- S2 Roll No:41

COMPANY MEETINGS
The meetings of Directors or share holders or the creditors or the debenture holders, who discuss matters relating to the affairs of the company and take decisions affecting the company are called so. They are important because decisions are taken in these meetings for carrying out a large part of the administrative work of the company.

Essentials/Requisites of a valid meeting

Following are the important requirements: 1. Meeting must be duly convened by a proper authority. 2. A proper notice must be served in the prescribed manner. 3. A Quorum must be present. 4. A Chairman must preside. 5. Minutes of the meeting shall be kept.

1. PROPER AUTHORITY TO CONVENE

MEETING:
When a proper authority issues notice to all those who are entitled to receive it, only then can a meeting could be duly convened. In case of shareholders meetings the power to convene meeting is vested in the Board of Directors. Such powers could be exercised collectively by passing resolutions in the Board Meetings.

 When a requisition is made for convening an Extra Ordinary General Meeting, the Directors must, hold the meeting within 21 days of the requisition. Otherwise the requisitionists themselves may convene the meeting within 3 months of the date.

2.PROPER ISSUE OF NOTICE:

A notice with required length of time must be given to every member entitled to receive it , stating the kind of meeting, date, time, and place of meeting and the business to be transacted there at. In case of Board Meeting, notice should be sent to every director.

3. Required quorum:
The quorum is the minimum number of persons that should be present at the meeting either in person or by proxy as per the Articles of the Company, before any business can be validly transacted. Unless the articles of the company provide for a larger number, 5 members personally present in the case of a public company and 2 members present in the case of any other company shall be the quorum for a meeting of the company

 If a quorum is not present within half an hour from the time appointed for the meeting, requisitioned meeting shall stand dissolved, while other meetings shall stand adjourned.

4. General business and special business:

A business transacted in a general meeting may be general or special. The following shall be general business transacted in the Annual General Meeting:
i. Consideration of the account, balance sheet, and the annual report of the Board of Directors and Auditors. ii. Declaration of dividend.

iii. Appointment of Directors in the place of those retiring iv. Appointment and the fixing of the remuneration of the Auditors
All business other than the general business transacted in Annual General Meeting and any business in any other meeting, shall be deemed special business.(Sec.173)

5. Explanatory statement:
Where any item of business to be transacted at the General Meeting is special there shall be annexed to the notice of the meeting, a statement setting out all the material facts concerning or interest , if any, there on of every Director or the Manager.

6. Chairman of the meeting: (Sec.175)

The members personally present in the meeting shall elect one of themselves to be the chairman of the meeting. Chairman of the meeting conducts the proceedings at the meeting.

7. MINUTES OF THE MEETING:

Minutes of the meeting are the records of what the company and the directors do in the meeting. Separate minute books are kept for different types of meetings of the company. The minutes must be signed by the Chairman.