CONDUCT OF MEETINGS Corporate representatives.

Under section 147 (3) Company Act 1965, corporate representative is a corporation that is a member of a company may, by a resolution of its directors, authorize a person to act as its representative at meetings of the company. Then, that person is entitled to exercise the same power as the member of the corporation. Resolution. Basically, the will of a general meeting is expressed by passing of resolution. Therefore, there are mainly two types of resolutions. 1. Ordinary solution. 2. Special resolution. Ordinary solution. Resolution that require a simple majority in order to be passed that exercised by a majority of members who are present and voting at the particular meeting. While a Special resolution. Requires 21 days notice say that the intention to propose the special resolution with respect to the more important matters. Special resolution can only be passed by a majority of those present and entitled to vote at the meeting where for the majority which together hold not less than 95% total exercised voting right at the meeting for company has a share capital, and in case of a company without a share capital holds not less than 95% in nominal value shares giving that right, as stated in S.152 (1) Company Act 1965. Special resolutions arises when the company want to change certain provisions, despite any contrary regulations in the articles. The circumstances include: 1. Altering the objects clause of the memorandum S.128(1) 2. Altering the articles S.31(1) 3. Reducing the companys issued capital S.64 Circulating resolution. This procedure recognizes that in some cases if all members are in agreement, signing the document containing a statement that they are in favour of a resolution, business may be transacted without the formalities of calling a meeting and passing a resolution. Minutes. As written in S.156 (1), (2), S.156 (4) and S.157 (1). A company must keep all the proceedings at the general meetings and meeting of directors and managers (if any). The proceedings must be entered in minute books within 14 days from the date of meetings. Minutes which are duly entered and signed are prima facie evidence of the proceeding to which it is relates. Non-compliance with these requirement constitutes to an offence by the company and any defaulting officer. Thus, the minute books of

general meetings must be kept at companys registered office and open for inspection by members without charge. Irregularities. Irregularities in S.355 (2) is about the proceedings at meetings, which are irregular because of the absence of a quorum or deficiency of notice to do a meeting. These may be validated unless the court felt that the irregularity has or may cause substantial injustice. In certain cases, the court has power to declare the proceedings valid despite of such defect. Therefore, the purpose of this section is to enable the court to make orders in cases where the rights of members/creditors are interfered. Meetings of board of directors. Meetings for board of directors is not governed by a Company Act 1965 but it is regulated and provided under Article of Association (AOA): Table A; Art. 79-90.