Meetings

Types Statutory meeting S 142(1) PC ltd by shares 1-3 mth after commencing business S 142(10) failure is an offence for directors; a petition to wind up the company may be presented under s 218(1)(b) S 142(2) (3) & (5) a statutory report for every members certified by >2 directors; a copy lodged with the Registrar

 142(7) statutory report is discussed + formation of the company S 53 no amendment to prospectus/ statement in lieu unless approved by the members at the statutory meeting

 AGM S 143(1) - 1/year or 18 mth after incorporated S 143(2) 15 mth time between AGMs unless approved by the Registrar S 143(4)(b) convener directors or any member by order of the court

 S 169(1) the accounts are prepared before the AGM S 172(2) appointment of an auditors S 129(6) re appointment of directors S 132D issue of shares to be approved Etc retirement/election of directors; dividends; auditors remuneration.

 EGM Table A art 43 any GM which is not an AGM S 145(1) - >2 members >10% may call Or Table A art 44 by the directors S 144(1) directors must convene an EGM as per requisition

 Requisition a written notice to the directors requiring that a meeting be called S 144(2) the requisition must state the objects of the meeting and must be signed by the requisitionists and deposited at the registered office of the company. S 144(3) directors to convene a meeting within 21 days, if not the requsionists may themselves convene the meeting (the meeting be held within 3 months time)

 S 144(4) the company bear any related expenses S 144 is for requisionists to call the meting & not the court Smith v Fitzroy (1982) 6 ACLR 294 Windsor v National Mutual Life Assurance (1991) 7 ACSR 210 directors may not call a meeting called beyond the powers of GM

 S 150- the court may order a meeting to be called and may make such orders as are necessary for cases of impracticability.

 Notice of Meetings S 148(1) every member is entitled to attend and speak at meetings. S 174(7) auditor is also entitled S 145(2) 14 days notice is given except for meetings to pass a special resolution i.e. 21 days - s 152(1)

 (2A) Notwithstanding subsection (2), the annual general meeting of a public company shall be called by a notice in writing of not less than twenty-one days before the annual general meeting or such longer period as is provided in the articles.";

 S 145(3)(a) shorter notice for AGM by unanimous consent of all the members S 145(3)(b) for GMs, by 95% nominal value of voting shares/rights S 145(4) served acc to article Table A art 108: by hand or to rgtd./supplied address

 A defect of notice does not invalidate a meeting, unless substantial injustice is caused David Lau Tai Bek v Lau Ek Ching [1972] 1 MLJ 217; Chang Ching Chuen v Aik Ming [1995] 2 MLJ 43 & 770: if members vote unanimously, the resolution is valid as they are taken to have waived the irregularities. The courts power to validate improperly called meetings cannot & will not be exercised where there is injustice to members who did not attend First Nominee v New Kok Ann Realty [1983] 2 MLJ 76

Venues and technology for company meetings

145A. A company shall hold all meetings of its members within Malaysia and may hold a meeting of its members within Malaysia at more than one venue using any technology that allows all members a reasonable opportunity to participate.

 Contents Notice is to be accompanied by circulars or statements setting out the proposed business of the meeting S 151 members may propose resolutions/circular accompanied at their expenses S 151(2) at 5% voting rights/ 100 members

 If a material fact is not disclosed in the notice, resolution passed may be invalidated as against a member who did not attend Tiessen v Henderson [1899] 1 Ch 861: Directors benefit to a scheme of reconstruction not disclosed in the notice. The absent shareholder is not bound by the resolution Hup Seng v Chin Yin [1962] MLJ 371: the notice by the requisitionists did not set out the draft resolution; therefore void

 Re Marra Development Ltd (1976) 1 ACLR 470: the notice is sufficient just to give a fair & reasonable intimation of the proposal; not necessarily meant for a prudent businessman. Also Re Dorman Long & Co [1934] Ch 635, 657: to enable the recipients to determine how to vote.

 Special notice is required from members if the resolution proposes: to remove directors (s 128); or the auditors prematurely (s 172(4)). S 153 notice is given 28 days before the meeting for the accused (natural justice) 14 days for other members

 Quorums S 147(1)(a) 2 members unless article provides otherwise Re Salvage Engineers [1962] MLJ 438: the meeting was held improper when a resolution to wind up the company was passed by a member who was also a proxy.

 The lack of a quorum does not invalidate the meeting unless the court thinks substantial injustice has been caused s 355 Eg Sarawak Building Supplies v Director of Forests [1991] 1 MLJ 211: solicitors appointed pursuant to resolutions made without a quorum (held invalid) were discharged

 S 147(6) a wholly-owned subsidiary of another company need not hold meetings; mere certification by the representative is sufficient

 S147(1)(b) a chairman may be elected among the members present S 146(1)(a) a show of hand may suffice without a poll Chairman is to run the meeting in an orderly fashion as per the procedure. He may exercise a casting vote. He may adjourn a meeting; & the article may exclude a poll on the question (s 147(1)(a)).

 Resolutions: ordinary & special; where special is normally specified statutorily eg M&As amendment, capital reduction etc. 152(8) but may be provided by the article for other matters Ordinary simple majority (present & voting) Special majority (present & voting) with 21 days notice (s 152(1))

 S 152(4) a poll counts the votes that each member is entitled (the votes cast by written ballot) Any abstention will not be counted. Short notice for a special resolution may be allowed if 95% agreed (nominal value of voting shares /rights held): s 152(2) Resolution passed is not a contract: Lam Eng Rubber Factory v Lim Beng Yew [1994] 3 MLJ 405 (interest-free loan for members/directors)

 S 148(1) all members are entitled to vote S 148(2) preference shareholders may not able to vote S 147(1)(c) (ii) each share carries 1 vote S 55 each equity share of plc may only have 1 vote S 147 (1)(d) also 1 vote each for company without share capital

 S 147(1)(c) on a show of hand each member is entitled to 1 vote On a poll depends on the shareholding S 146(1)(b) A poll may be demanded by: any 5 member or more; or holders of 10% voting rights/ paid up shares

 S 146(1)(a) a chairman may be elected by a show of hands S 152(4) a poll may be demanded for a special resolution by any 3 members; or 10% or more holders of rights/paid-up shares

 S 149(1)(b) a proxy must be a member unless he is an advocate, auditor or anyone approved by the Registrar S 149(1)(a) a proxy may only vote on a poll S 146(2) a proxy may demand a poll S 149(3) a director may invite all members to be their proxy S 149(5) such a proxy must be allowed to vote for or against the resolution (two-way proxy)

 S 146(1)(c) proxy form must be deposited within 48 hrs Authority may be revoked by the member eg by their votes: Cousin v International Brick [1931] 2 Ch 90 But mere attendance is not a revocation: Ansett v Butler (No 2)(1958) 75 WN (NSW) 306 S 149(1)(c) & (d) if 2 proxies are appointed, each of their votes must be specified.

 assent of members may be implied, but in Re Duomatic [1969] 2 Ch 365 a resolution passed to compensate a director for loss of office is invalid for nondisclosure to a member who cannot vote. S 152A allows circular resolutions signed by all members