Scribd Logo
Upload

Welcome to Scribd!

  • 119 views

    Company Meetings

    Uploaded by

    Amanda Arnachellum
    The document discusses different types of company meetings, including annual meetings that must be held within 6-15 months of the previous annual meeting and special meetings that can be called by directors or shareholders. Meetings must follow proper procedures around notice, quorum, and allowing all entitled persons to attend. Courts take a liberal interpretation of meeting procedures when lay people rather than lawyers are running meetings.

    Copyright:

    Attribution Non-Commercial (BY-NC)
    Download as PPT, PDF, TXT or read online from Scribd

    Company Meetings

    Uploaded by

    Amanda Arnachellum
    119 views12 pages
    The document discusses different types of company meetings, including annual meetings that must be held within 6-15 months of the previous annual meeting and special meetings that can be called by directors or shareholders. Meetings must follow proper procedures around notice, quorum, and allowing all entitled persons to attend. Courts take a liberal interpretation of meeting procedures when lay people rather than lawyers are running meetings.

    Original Title

    Company meetings

    Copyright

    © Attribution Non-Commercial (BY-NC)

    Available Formats

    PPT, PDF, TXT or read online from Scribd

    Did you find this document useful?

    Is this content inappropriate?

    The document discusses different types of company meetings, including annual meetings that must be held within 6-15 months of the previous annual meeting and special meetings that can be called by directors or shareholders. Meetings must follow proper procedures around notice, quorum, and allowing all entitled persons to attend. Courts take a liberal interpretation of meeting procedures when lay people rather than lawyers are running meetings.

    Copyright:

    Attribution Non-Commercial (BY-NC)
    Download as PPT, PDF, TXT or read online from Scribd
    Download as ppt, pdf, or txt
    119 views12 pages

    Company Meetings

    Uploaded by

    Amanda Arnachellum
    The document discusses different types of company meetings, including annual meetings that must be held within 6-15 months of the previous annual meeting and special meetings that can be called by directors or shareholders. Meetings must follow proper procedures around notice, quorum, and allowing all entitled persons to attend. Courts take a liberal interpretation of meeting procedures when lay people rather than lawyers are running meetings.

    Copyright:

    Attribution Non-Commercial (BY-NC)
    Download as PPT, PDF, TXT or read online from Scribd
    Download as ppt, pdf, or txt
    of 12

    Company meetings

    The importance of meetings


    • Company decisions are collective
    decisions
    • Small companies and big companies
    • Many technical rules governing the
    conduct of company meetings
    • The courts recognize that meetings are
    generally not run by lawyers and that a
    liberal interpretation is required.
    • In Maori Development Corporation Ltd v Power
    Beat International (1995) 7 NZCLC 260:
    “it is undesirable that where lay people are trying
    to exercise the democratic rights of
    shareholders, especially at a meeting under the
    control of a lay person, what they do and say
    should be given a narrow and technical
    construction, particularly where that can be
    seen as extremely thwarting the intention of the
    shareholder in relation to the exercise of a right
    to vote.”
    Types of meetings
    • Two types of meetings are provided for by the
    Act: annual meetings and special meetings

    • The meeting must be properly constituted:


    - Proper notice must be given
    - The quorum or minimum number of persons
    must be present
    - No person entitled to attend should have been
    excluded
    - Any procedures followed in the company’s
    constitution must be followed
    First annual meeting
    • Requirement removed from the Companies Act
    • The only meetings which need to be held are the
    annual meetings
    • S 115 (2) : A company may not hold its first
    annual meeting in the calendar year
    of its incorporation but shall hold that meeting
    within 18 months of its incorporation.
    •  
    Annual meetings
    • The requirement to hold a meeting of
    shareholders once in each calendar year
    • The responsibility of the board of directors
    to call the meeting and the company is
    obliged to hold the meeting on the day for
    which it is called
    • Once the meeting has been called, the
    directors have no power to postpone it
    • When should the meeting be held?

    not more than once in each year;

    not later than 6 months after the balance sheet


    date of the company; and

    not later than 15 months after the previous


    annual meeting.
    • The Act does not state what business is to be
    transacted at the meeting. The ordinary
    business will be:
    - The consideration of the accounts and directors’
    and auditor’s reports
    - The election of directors in place of those retiring
    - The appointment of directors

    • Other matters may be transacted at the annual


    meetings but particulars of this will have be
    given to shareholders in the notice of the
    meeting. In many companies, the meeting will be
    little more than a formality.
    • Signed resolutions:

    • The Act makes provision for decisions


    without a meeting where the required
    majority of shareholders signs a
    resolution. If all the business of the annual
    meeting is dealt with in this way, there is
    no need to call an annual meeting.
    Special meetings – S 116
    • Every meeting of shareholders, other than
    an annual meeting is known as a special
    meeting. They are called by the board of
    directors or by any person who is
    authorised to do so by the constitution?
    Any business which may be properly dealt
    with by the shareholders may be
    considered at a special meeting, provided
    that sufficient notice has been given.
    • The shareholders can call for a special meeting.
    • Such a request is required to be in writng and
    must be made by shareholders whose shares
    carry at least 5% of the voting rights entitled to
    be exercised on that issue.
    • The request does not have to be signed; it is
    preferable and it must also state the reason for
    requiring the meeting so that proper notice can
    be given.
    • When the directors receive a request of this
    nature, they are obliged to call a special meeting
    and they have to act within a reasonable time.
    • The power of the court to order a meeting
    – S 118.

    • It is impracticable to call or conduct a


    meeting in the manner prescribed by the
    Act or the constitution
    • It is in the interest of the company that the
    meeting be held

    You might also like

    pFad - Phonifier reborn

    Pfad - The Proxy pFad of © 2024 Garber Painting. All rights reserved.

    Note: This service is not intended for secure transactions such as banking, social media, email, or purchasing. Use at your own risk. We assume no liability whatsoever for broken pages.


    Alternative Proxies:

    Alternative Proxy

    pFad Proxy

    pFad v3 Proxy

    pFad v4 Proxy