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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
75% of members present and voting
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Hybrid Resolution (section 129)
14 days notice
75% of members present and voting
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