CHAPTER 7: MEETINGS
1. What are the types of meetings? (SAGE)
a. Statutory Meeting
- Applies to public company limited by shares and incorporation
- Does not apply to public company by guarantee
- S142 CA 1965 – Not less than one month and not more than 3 months to do statutory meeting from business commencement date
- Its purpose to receive and consider the statutory reports of the company together with auditor’s report
- The Statutory Report (Form 51) must:
a. Contains particulars as provided under 142(3)(a)(b)(c)(d)&(e)
b. Be certified at least by two directors
c. Be forwarded to every member of the company at least 7 days before the day on which Statutory Meeting is to be held
d. Be lodged with registrar of companies at least 7 days before the date of statutory meeting

b. Annual General Meeting
- Mandatory for every type of company or for that matter any formal organization under its relevant legislation to convene and hold a general meeting in each calendar year as its AGM.
- The AGM of every type of company under the C.A. is required under S143 to be held once in every calendar year –S143
- First AGM 18 months of its incorporation
- Subsequent AGM 15 months after the holding of the last preceding AGM
- Extension to time may be granted by the Registrar of Companies (S143(2)
- Matters to be transacted at the AGM (Table A, 4th Schedule)
a. Declaration of final dividend as recommended by BOD
b. Receive and consider the audited accounts together with the reports of the Director and auditor thereof
c. To elect director with the Articles
d. To appoint auditors and affix their remuneration
- Business other than the above ordinary business at any AGM is classified as ‘special business’

c. Extraordinary General Meeting
- Subject to the Articles, EGM of members may be convened at anytime for the transaction of business which requires attention before the next AGM
- S132D- Empower the D pursuant before the AGM

d. General Meeting on Requisition of Members
- Members of voting right may at any time lodge a resolution requiring the D to convene an EGM for the purposes stated in the requisition
2. What are the convocations of meeting?
- A meeting of a company other than for the passing of a special resolution shall be called by notice in writing of not less than 14 days or such longer period as it provided in the articles of association
- The notice is to be given to every member and the auditor of the company, if listed notice also given to Bursa Malaysia
- Passing resolution meeting – 21 days notice (Section 152)
- AGM - 21 days notice

3. What are the conducts of meeting? (QC VP MMR)
a. Quorum
- S147(1)- A quorum is min two members personally present
- A meeting cannot be constituted by one member and any resolution purported to be passed at such a ‘meeting’ are invalid
- Case: United Investment & Finance Ltd V Tee Ching Yong & Ors
- Case: Sum Hong Kum V Li Pin Furniture Industries Pte Ltd
The articles of a co provided that no business could be transacted unless a quorum was present. The plaintiff was removed as D at a meeting convened without the requisite quorum.
Held: The Singapore High Court granted a declaration that the meeting was invalid. The court held that the procedural irregularity in the meeting caused by substantial injustice to the plaintiff and could not be validated.
- Case: Tan Guang Eng V BH Low Holdings Sdn Bhd & Ors
The HC construed the relevant articles to mean that a quorum was required only at the time when the meeting proceeded business, ie the continued meeting with the presence of only bolder of a valid proxy was a valid meeting. Therefore the resolution passed was a valid resolution.

b. Chairman
- S147(1)-Any member present at the meeting may be elected to chair the meeting
- Chairman duties
a. to direct the meeting
b. preserve order
c. ensure that proceeding are conducted at proper manner

c. Voting
- The power to vote is not a fiduciary power and a shareholder owes no duty to anybody as to how he or she will exercise their vote.
- Table A art 54 states that by providing a show of hands each member or representative of a member has one vote.
- Case: Bin Hee Heng V Management Corp Strata Title No 647 was held that the term ‘show of hands’ included a ‘voice vote’
- S146(1)-Any provision in the articles excluding the rights is void

d. Proxies
- It is a person authorized to vote on behalf of the appointing member. It also describes the instrument of appointment.
- S149(1)- The proxy need not be a member
- S149(2)- A member are entitled to appoint one or two proxies who need not be members
- S149(1)(a) – A proxy has the same right to speak at a meeting as the appointing member, but can only vote on poll, unless the articles allow the proxy to vote on show of hands
- Case: Ansett v Butler Air Transport Ltd

e. Motions
- It is a proposal which is being put forward at a meeting for discussion before it is formally accepted, passed or adopted
- It is moved by a ‘mover’ or ‘proposer’ and unless it is a formal motion does not require a ‘seconder’ unless the Articles provide so.
- It is common for the Chairman to ask for a seconder to gauge whether or not there is support for the motion
- If there is no seconder, it may imply that there is no support for the motion and the chairman usually proceeds to the next business
- Manner in which motion may be adopted or rejected is by way of vote by common method such as (i) by voice, (ii) by show of hands, (iii) by poll and (iv) by ballot

f. Resolution
- It is a motion or proposal that has been accepted or passed by the necessary majority at a meeting duly convened and held
- Several aspects to consider to pass or adopt: (PC MPP)
a. Content and duration of any notice required to be given
b. Majority required for adopting the motion as a resolution
c. Persons affected by the resolution
d. Proper person having been in the chair
e. Presence of a quorum
- Ordinary resolution passed by a simple majority of those present and voting
- Special resolution are resolutions passed at meetings requiring
a. written notice at least 21 days
b. approval of ¾ of such members of the company present at the meeting

g. Minutes
- Minutes are records of proceedings and resolutions passed at the meetings
- The minutes that have been signed and entered in the record are conclusive evidence that a meeting has been duly held and convened that all appointments of officers shall be deemed to be valid and that all proceedings were duly conducted
- The minutes book shall be kept at the registered office and any member could inspect them without charge.