Importance of meetings
WHAT IS A MEETING-
The meeting is an assembly of persons whose consent is required for anything to decide, expressing their consent by a proper majority of votes, whether or not that thing should be done. The expression in its individual sense means a conglomeration of the meetings held in a particular sessions and sometimes is equated with the session. It is wide enough to embrace not only one sitting but all the sittings within a particular session.
Law abhors looseness. Definition in law is essentially a process of crystallisation. Definition would aim to find out the uniform content and meaning of the term. In legal system, therefore, effort must be made to define a term with some basic uniformity. More importantly, it is essential to avoid confusion in thought and idea. As already pointed out, the term intakes several shades and in fact its common use bristles with several shimmering social experiences.
According to Mozley & Whitley’s Law Dictionary,
Meeting means a gathering or assembly of persons convened for the conducting of business, i.e. of a company, or relating to the affairs of the bankrupt. Such meetings include Statutory Meeting, Annual general meeting and extraordinary general meeting.
A meeting must do corporate act- The principle that corporate or collective act must be done by “meeting” has universal acceptance. The cases have tried to find out the validity of ‘an act’ or ‘resolution’ or of a proceeding or transaction and in its search have decided whether a particular meeting could be treated as a ‘meeting’ in law. As far as Indian law is concerned, it appears clearly settled that unless a validity called meeting has met, its act cannot have legal force. Invalidity may creep in several ways and would affect the constitution of meeting itself.
Sometimes it is thought that why meeting is important. Because of the fact that the company is an artificial person so it cannot do any act by itself. It must act through some human intermediary. In absence of any human, no meeting is possible. Law empowers the members to do certain things. This right is reserved for them to do the act in company’s general meetings.
REQUISITES OF A VALID MEETING-
There are various requisites of a valid meeting. For every meeting in order to be valid, it must be -
Ø Duly convened
Ø Properly constituted and
Ø Properly conducted
Duly convened means convened by the proper authority. The proper authority to convene the meeting is the Board of directors, share holders or Company Law Board. A proper and adequate notice must have been given to all those who are entitled to attended the meeting.
For a meeting to be properly and legally constituted there must be proper quorum, a proper person in the chair and proper compliance with the relevant provisions of the Articles of Association and the Act.
Proper conduct of the meeting means that proper rules for ascertaining sense of the meeting should be there. The rules for discussion and order in debate must be observed. The proceedings should also be recorded properly.
KINDS OF MEETINGS
There are various kinds of meetings. They are:
1. Share holders meeting
a) Statutory meetings
b) Annual general meeting
c) Extraordinary general meeting
d) Class meetings
2. Board meetings
3. Meetings of committees of the Board
4. Meetings of Debenture holder
5. Meetings of the creditors
a) For the purpose other than winding up
b) For winding up
6) Meetings of contribution in winding up
1. STATUTORY MEETING-
The first meeting of the shareholders of a public company is called as the statutory meeting. It has to be called within six months from the date on which the company is entitled to commence business, but it cannot be held within one month from that date. It is so because of the requirement of Section 165 of the Company Act.
2. ANNUAL GENERAL MEETING (AGM)-
It is an annual meeting of body of members. Every company is required to call at least one meeting of its shareholders each year. This meeting is known as annual general meeting. Every company whether public or private, having share capital or not, limited or unlimited must hold this meeting. The first annual general meeting of a company must be held within eighteen months from the date of its incorporation, and then no meeting will be necessary for the year of incorporation and the following year. Like for example, if a company is incorporated in January 1960, its first annual general meeting should be held within eighteen months, i.e., up to June 1961 and then no meeting will be necessary either for 1960 or 1961. Therefore, one annual general meeting must be held every year. The gap of one meeting and the next should not be more than fifteen months. The Act provides no provision for the deferment of the first AGM.
If a company fails to hold this meeting, two consequences will follow. Firstly, any member can apply to the CLB and latter will order the calling of the meeting. An application can be made by any member under Section 167 of the Act. This means that a company is not competent to invoke the provisions of Section 167 because a company cannot seek directions against itself. The CLB can give any ancillary or consequential directions which it thinks expedient in relation to the calling and conducting of the meeting. A meeting held in pursuance of this order will be deemed an annual general meeting of the company. This power has been vested exclusively in the CLB. The court cannot exercise it even under its inherent powers.
Secondly, the failure to call this meeting either generally or in pursuance of the order of the CLB is an offence punishable with fine. The penalty is imposed upon the company as well as every officer “who is in default”.
The registrar has been given the power, for any special reason, to extend the time for holding an AGM for a period of only three months. But the time for holding the first AGM of a company is never extended.
IMPORTANCE OF AGM-
AGM is an important institution for the protection of the shareholders of a company. The ultimate control and destiny of a company should be in the hands of its shareholders. Thus, shareholders should meet together at least once in a year to review the working of the company. This meeting affords that opportunity. It is in this meeting that directors will come up for re-election. Auditors retire at this meeting enabling the shareholders to consider whether they should be re-appointed or replaced. Dividends are declared at this meeting. Chairman delivers a speech listing the advances of the company during the year. Directors have to present annual accounts for the consideration of the shareholders. A failure to present the accounts is a punishable offence. The shareholders can ask any questions relating to the accounts or affairs of the company.
3. EXTRAORDINARY GENERAL MEETING –
Clause 47 of Table A provides that all general meetings other than AGM shall be known as extraordinary general meetings. The Board may call for such type of a meeting as and when required. An extraordinary general meeting also becomes necessary on requisition, for Section 169 provides that on requisition of a given number of shareholders the directors must forthwith call a meeting. The requisition must be signed by the holders for at least one-tenth paid-up capital having the right to vote on the matter of requisition.
When a requisition is deposited at the registered office of a company the directors should, within 21 days, move to call a meeting and the meeting should be actually held within 45 days from the date of the requisition. In case the directors fail to do so, the requisitionists can do so and later ask for the expenses they have incurred from the company. The requisitionists cannot approach the CLB under Section 186 for an extraordinary general meeting without first trying to call a meeting themselves.
Another important requirement of a meeting is the notice which is given to the members of the meeting. The word ‘notice’ means and connotes giving of information. However, it has a technical meaning in the law of meetings and is the base of the rule that summons should be issued to all those who have right to participate in the meeting. The notice has to specify the time, place and date of the meeting, as well as its purpose. The Agenda is the necessary part of the notice and it either accompanies the notice or is detailed in the body of the notice itself.
KINDS OF NOTICES-
Notices may be oral, written, or in the form of an advertisement. It is usually advisable to give written notice even where oral evidence is sufficient in law; and as to notice by advertisement this form is usable where the interested party can be traced or where it is prescribed by any statute or rule.
FORM OF NOTICE-
The notice of the meeting should be issued in a form if prescribed, therefore, by the bye-laws or the rules of the organisation. The issuance of the notice is a ministerial act, but it is to be done under the authority of the Chairman, Committee or the Registrar as the case may be; and the form or the contents must disclose the same.
When meetings concern elected or other properly constituted bodies, due and adequate notice must be given to every member of such body, and the rules or regulations of that body must be strictly observed on all matters appertaining to the authority to issue, attestation of, and particular methods prescribed for, the service of notices.
When notice is necessary, the following general rules must be observed:--
1. Every person entitled to attend the meeting must be summoned, unless he is beyond reasonable summoning distance or is too ill to attend.
2. The notice must be frank, clear and free from trickiness, and if any special business is to be transacted, this must be clearly stated.
3. The notice must be strictly served in accordance with the regulations of the body on whose behalf it is given, and if any particular method is prescribed but the Act of Parliament this must also be observed.
4. The appropriate body at a subsequent meeting may ratify an irregular notice.
In case of meetings, it must be kept in mind that no business of an important nature is omitted from the notice. The notice must be definite as a contingent notice is not a sufficient notice.
Notices are not scrutinized with a view to criticising them excessively. The true test would appear to be the meaning, which they would convey to ordinary minds; the courts do not examine them to find defects in them.
The following illustration emphasizes the importance of this principle.
The notice convening an extraordinary meeting for the purpose of altering the articles of the company stated that such articles would be sent to any member on request. The new articles contained among other things, clauses confirming an agreement by the directors to pay one of the managing directors a pension, granting an indemnity to each director for loss of office and power for the directors to borrow up to 150,000 pounds. It was held that the notice was insufficient, because the nature of alterations was not specified therein, and that as the meetings were irregularly convened the resolutions thereat were invalid.
Another important thing is that no fresh notice is required for an adjourned meeting which in law is only continuation of the original meeting and which has the same agenda of previous meeting even though the time and place are changed, unless the adjournment was sine die where the fresh notice is necessary. However, if a meeting has once been properly conveyed, it cannot be postponed by a subsequent notice.
Agenda literally means the things to be done; hence, it denotes the programme or list of business to be transacted at a meeting. It is a simple statement of subject or matters to be considered at a meeting. Therefore, Agenda by its etymology is a list of matters to be dealt with at a meeting and connotes things to be done. As a rule, the business of the meeting has to be transacted in the order in which it occurs in the agenda, circulated to the members. It is the function of the chairman to follow the business in the order given in the agenda. However, he can change or vary this order with the consent of the meeting. Agenda is generally constituted of two types of business, one called ordinary and another called special business, and both require ordinary and special resolutions respectively. The business has to be transacted as pointed earlier by given majority of votes.
NECESSITY OF AGENDA-
With regard to the meetings of any body or society where the transaction of business is necessary, the preparation of agenda is indispensable. By calculating this prior to the meeting members have an opportunity of considering beforehand the business to be transacted. Great care and precaution should be taken in the compilation of agenda, for if it is well drawn up and includes all the business that is to be conducted at the meeting, it will facilitate the disposal of business thereat, and tend to create a harmonious feeling among all concerned.
Another safeguard to ensure that everything of importance appears on the agenda is to give every member an opportunity of notifying the secretary on any matters he wishes to include; as to whether the particular item should appear on the agenda is a matter for the official or committee responsible for the agenda to decide.
FUNCTIONS OF AGENDA-
The function of the agenda is to disseminate information concerning business to be discussed or transacted at the meeting. As the notice of the meeting state with sufficient clarity the purpose of the meeting, so as the agenda, which is normally sent with the notice, or forms the part of the same document. A good agenda would not only consist a list of items, but would also amplify the headings with a brief note to give guidance as to what precisely the meeting is intended to discuss and form decisions upon. A carefully prepared agenda not only conduces to an efficient and harmonious ordering of the meeting, but by its subsequent integration in the minutes, forms, as it were, the structure on which the decisions noted thereon is based.
Agenda is thus the pivot upon which the discussion centres round, in a meeting. It is circulated in advance and thus serves the purpose to give time to those who are entitled to discuss the particular topics and to make up their mind pertaining to it. The agenda is usually followed in the matter of dispatch of business by the Chairman in the meeting and ordinarily forms part of the notice itself.
The agenda be prepared under the direction of those authorized to convene the meeting and will set out in chronological sequence the various items of business to be transacted and the matters for discussion. These may include-
1. Appointment of Chairman
2. Reading of correspondence relating to the meeting
3. Reading and verification of the minutes of the preceding meeting
4. Adjourned business
5. Laying reports and accounts before the meeting for adoption or approval
6. Special business as indicated in the notice of the meeting
7. Consideration and discussion of motions the terms of which should appear
8. General business
GUIDELINES FOR PREPARING AGENDA-
There is no fixed pattern or order in which the items of business to be transacted at a Board of Meeting should be listed in an agenda. Basically an agenda consists of a list of items, but preferably there will be included a brief note of guidance as to what precisely the meeting is intended to discuss and form decisions upon.
In preparing an agenda of a Board meeting, the following guidelines may be kept in mind:
1. Divide the agenda into two parts: first part containing usual routine items; second part containing other or non routine items.
2. For each item of the agenda give an explanatory note followed by the resolution proposed to be passed. The explanatory note should explain in sufficient details the proposed resolution, with requisite references to the provisions to the Companies Act, AOA, other relevant documents, previous Board or general meetings.
3. Give a consecutive serial number for each resolution to facilitate quick location and preparation of Index.
4. The last item should be another business with the permission of the Chair.
Quorum denotes the minimum number of members of a body of persons whose presence is necessary in order to enable that body to transact its business validly, so that its proceeding may be valid. It is generally left to the committee themselves to fix the quorum of their meetings.
No meeting of any organisation or body can be held unless there is a proper quorum, i.e. a minimum number of members who must be present before any business can be transacted and its act may be legal. The term ‘meeting’ means the lawful assemblage of the number or proportion of members necessary to make a quorum; therefore, the terms meeting and quorum are in a sense synonymous terms.
OBJECT OF QUORUM-
The object of the quorum rule is to ensure that business which may be of first rate importance shall be done neither irregularly nor by too small a number of persons who might, moreover, abuse their powers. In the case of shareholders, sometimes the numbers of shares as well as the holders themselves count in the direction of quorum. So a specified number must, in this case, hold a certain amount of share capital of the Company before the quorum is made.
The purpose of having a quorum is to permit a stated proportion of the membership to transact the business of the body, recognising the impracticability of securing the attendance of all the members at any of its meetings.
When no specific quorum is required by Statute or the regulations governing the particular meeting, the common law rule is that in the absence of special custom, a major part of the members must be present at the meeting and of that major part there must be a majority in favour of the act or resolution. This is obviously a wise and necessary precaution against inadequate representation, since all the members of an organised body are bound by the resolution of a meeting, even though they do not attend the meeting.
In case of companies, however, the growing practice of voting by proxy and of neglecting to attend the general meetings has resulted in a modification of the common law rule regarding quorum. The quorum is usually fixed at a number much smaller than the major part of the members.
For public meetings, there cannot be a fixed number to form a quorum, as there is no limit set to the number of persons who may attend such meetings. It is, therefore, desirable that a fairly large number of persons should be present before the proceedings are commenced.
Therefore, the basic and fundamental object of having a quorum is to permit a stated proportion of the members to transact the business of the organisation or body, recognising the impracticability of securing the attendance of all the members at any of its meetings.
ABSENCE OF QUORUM-
It is not competent in the absence of quorum for the members of a meeting which has previously been duly constituted to person’s ministerial acts, unless such acts have been previously authorized by the corporate or other body concerned.
Any business transacted at a meeting while a quorum is not present is invalid. However, if a company’s articles provide, inter alia, that no business shall be transacted at any general meeting unless a quorum is present “when the meeting proceeds to business” and there is in fact a quorum at that time, the subsequent departure of a member thereby reducing the number below the quorum does not invalidate the proceedings after his departure.
EFFECT OF FAILURE OF A QUORUM-
If no quorum is present, then there is no meeting and the proceedings are invalid. However, acts done creating rights in favour of third parties at a meeting without a quorum being present would not affect the rights of such third parties, provided they had no notice of the irregularity (e.g.- debentures issued at a meeting of directors where there was an insufficient quorum. If a meeting has reached decisions which are acted upon and treated as valid by all concerned, it is not within the competence of a person not concerned at a time, to seek to invalidate the proceedings because of the lack of quorum.
Minutes are the records of what transpired at the meetings. It is compulsory and mandatory under the law that the Minutes Book should be maintained and should be kept open for inspection by every member or shareholder at the company’s office. Such Minutes Books are to be maintained not only of the meetings of the shareholders, but also of the meetings of the Board of Directors. It is stated by Talbot (Company Meetings) that only resolutions and decisions should normally be recorded in the Minutes. The minutes are an official record of what was done and is distinguishable from the report. Minutes should be concise, free from ambiguity, contain the exact wording of all resolutions passed and sufficiently detailed so that a number either of the Board or of the company could by reading them, fully understand as to what was done at the meeting.
Therefore, it can be said that a minute means a note to assist the memory and the minutes of a meeting are a record of the proceedings of the business gone through at the meeting. The minutes should be recorded following the order in which business was dealt with.
ESSENTIAL OF MINUTES-
There are various essentials of valid minutes. They are-
They must contain names of members present.
The members’ signature must be there as a token of their attendance either in the minute book or attendance registers with a mention of their presence in the minutes.
They must also be-
· Grammatically correct
· Accurate version of what happened at the meeting
· Clear and unambiguous
· Essential or at least useful
· Capable of being understood by the successor of the officer writing the minutes
The minutes are concerned only with the recording the fact that a meeting was held and that certain decisions were arrived at by the meeting. The minutes will accordingly state in relation to the meeting they record-
ü The nature of the meeting
ü The time and place at which it is held
ü How the meeting was constituted, i.e. who occupied the chair and who other persons were present
ü What persons (e.g. solicitor, paid officials) were in attendance though not present as the members of the meeting.
ü The full terms of the resolutions adopted
ü Appointment of officers and their salaries
ü The subject matter of financial and contractual transactions considered by the meeting
ü Generally, all specific business upon which decisions were taken
MINUTES ARE OBLIGATORY-
It has always been recognised as the duty of a company to keep minutes of what takes place at its general meetings. Since the validity of every transaction and decision by a company must depend ultimately on some meeting having been duly held and on some resolution having been duly passed, it is clearly necessary to keep an accurate permanent record of all meetings and resolutions of shareholders. A company can only speak, say to say, through its minutes.
The duty of keeping minutes is now made explicit in the Act, which prescribes that every company must cause minutes of all proceedings of every general meeting to be entered within thirty days of the conclusion of such meeting in the book kept for that purpose with its pages consecutively numbered as stated in Section 193 (1).
Under the Indian Law, the obligation as to maintaining of minutes is compulsory. Provisions of Section 193 of the Act statutorily require that, every company shall cause minutes of all minutes of every meetings of its Board of directors or of every committee of the Board, to be kept by making within 14 days of the conclusion of every such meeting concerned, entries thereof in books kept for that purpose with their pages consecutively numbered.
Section 193 of the Indian Company Act provides that every company shall cause minutes of all minutes of:-
Every general meeting
Every meeting of the Board of Directors or its Committee.
The minutes, having thus been written up after the meeting to which they relate, are read at the next following meeting, which is invited to confirm them. Confirmation is not an accurate term in this connection, but it is commonly employed. A meeting asked to confirm the minutes of the preceding meeting is simply called upon to approve them as being a true record. The process of verification is not essential, but it adds to the cogency of the minute book as evidence of what was transacted. Upon adoption of the minutes as an accurate record, they are signed for the purpose of authentication by the chairman. The signature need not be written at the meeting to which the minutes relate. When statutory regulation demands that minutes should be kept, they are given statutory force as evidence, provided, however, the statutory requirements such as signature by the Chairman are duly fulfilled. Thus, Section 145 (2) of the Companies Act, 1948 provides as regards a general meeting of shareholders that a minute if purporting to be signed by the chairman of the meeting at which the proceedings were heard, or by the chairman of the next meeting, shall be the evidence of the proceeding.
If any member disagrees with any decision recorded in the minutes, and desires to have it changed, he should according to rules move a resolution at a subsequent meeting to change it.
Where the minutes are usually printed and circulated before the holding of the next meeting, there is no need for reading the minutes at the meeting unless the majority of members present request that they be read. When minutes are not circulated to the members, they should always be read before they are signed. Minutes duly passed by the meeting and signed by the Chairman are deemed to be proof of the validity of the proceedings until the contrary is proved.
The object of minutes is to keep a record of decisions of any business transacted at the meeting. The basic purpose of the minutes is to show beyond doubt as to what was done at a meeting or rather what was said and done at a meeting or what were the reasons which prompted a particular decision.
ROLE OF MINUTES-
Minutes should always be looked on as legal documents; they should contain no more, and no less, that what is really necessary. It is customary to record in the minute’s votes of thanks to the chairman, directors, staff, etc. This is unobjectionable on special occasions, but it too often becomes a routine, and the minutes become loaded with courtesies, which serve no purpose except to obscure the more important items.
PREPARATION OF MINUTES-
The characteristics of good minutes written by the person responsible are-
a) TITLE- Title should be self contained and explanatory, brief, suitably phrased, uniform and continuity maintained and can easily be indexed.
b) RECITAL- Before recording of any resolution a brief description of the subject matter that was discussed at the meeting be given. It should state the facts of the case that was considered by the members in the meeting.
c) THINKING- the recital or resolution should reflect the thinking that influenced the members at the meeting in arriving its decision.
d) DECISION- It ought to be embodied in a resolution or recommendation and must be framed in different terms.
e) OUTSIDE FACTORS- If any outside factors has been taken into consideration while arriving at a certain decision that must be duly reflected in the minutes.
There are two classes of minutes-
Minutes of narration
Minutes of resolution
The former give an explanatory account of the business brought before the meeting, and the latter records the resolutions passed.
ESSENTIALS OF GOOD MINUTE WRITING-
2. Free from ambiguity
3. Precision and conciseness
6. Use of past tense
ABSENCE OF MINUTES-
Absence of minutes is of two types-
Compete absence of the minutes of the meeting
Absence of minutes relating to a particular item
Where the omission relates to meeting itself, it is assumed that whatever ought to have been transacted was in fact transacted.
Where the omission related to a particular item, the onus is upon the persons alleging the omission to prove the item. Consequently where a resolution passed has not been entered in the minutes, other evidence to prove it will be admitted.
Accordingly, an unrecorded minute may be proved “ALINUDE”.
VOTING BY PROXY-
Section 176 of the Companies Act deals with voting by proxy. A member can vote either in person or by proxy. A proxy shall be allowed only if it is allowed by the Articles of the Company. A proxy shall not be allowed to vote except on a poll if it is not allowed by the company. This trend has become a trend nowadays, because of the unwillingness and inability of the shareholders to be personally at the meetings.
A proxy is a person who is a representative of a shareholder at the meetings held by a company and is known as his agent to carry out the course which the shareholder has himself decided upon. A proxy should carry out the work as instructed and directed by the shareholder. There is a relation of principal and master between them.
More importantly, accordingly to Section 176(1) of the Companies Act, a proxy has no right to speak.
The instrument appointing a proxy must be in writing and should be signed by the shareholder, and should be deposited with the company forty eight hours before the meeting. There is no provision of law requiring holidays to be excluded in computing 48 hours and, hence, forms filed on a Sunday would be valid. The proxy forms are provided along with the notice of the meeting to the members.
A proxy is always revocable. Revocation is subject to the provisions of the articles. When the revocation was communicated before the poll, but not before the meeting, it was held to be ineffective and the proxy’s vote stood. When however, there is no provision in the articles the power of revocation would be unfettered.
Proxy forms can be inspected by any member who has a right to vote at the meeting or on any resolution to be proposed at the meeting.
RESOLUTION BY POSTAL BALLOT-
Section 192-A of the Companies Act deals with the postal ballot. The Amendment of the year 2000 has introduced this new section in order to pass the resolutions by postal ballot. This facility has been provided to the listed public companies and that too only for the business which the Central Government declares by notification that it would be conducted by postal ballot. In such cases, the company passes the resolution by the postal ballot method rather than transacting the business in the general meeting of the company.
The company has to send a notice to all the shareholders along with the draft resolution and carrying the explanations of reasons which necessitated the resolution. The notice should request the shareholders to send their or dissent in writing on postal ballot within the period of 30 days from the date of the posting of letter.
If the resolution is assented to by the requisite majority, then it shall be deemed to have been passed at a general meeting.
If any person manhandles or distemper with the ballot paper fraudulently as sent by the shareholders or his identity, such persons are punishable with imprisonment for six months or fine or both.
Postal Ballot would also include voting by electronic mode.
MERITS OF MEETINGS-
Meetings are great for people who work best face to face. The advantage of meetings is it allows them to see the progress of what they are doing or what are others are doing in terms of everyday work or projects. Meetings are a great way to explain complex and non-complex ideas and offer a great format to exchange ideas and really think them out. Meetings are a great way to communicate lots of information a short amount of time and create a "game plan for the future ahead.”
Some of the advantages of the meetings are-
It helps in developing better solutions than any one individual can do.
It provides free interchange of ideas, thereby stimulating and clarifying thinking.
Group decisions promote more effective coordination of subsequent action plans.
The biggest merit is that meetings help in building good working relationships.
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# Dr. Niraj Kumar, Law of Meetings, (New Delhi: Bharat Law House) 2008 P 359
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