MEETINGS AND RESOLUTIONS

BY RAGHU N

MEETING
MEETING :
When members get together periodically to discuss the problems relating to the association and take decisions by common consent or by consent of majority.

TYPES OF MEETING
1. Members Meeting a) General Meeting i) Statutory meeting ii) Annual General meeting iii) Extra-ordinary meeting b) Class meeting of members 2. Directors Meeting a) Board meeting b) committee meeting 3. Creditors & debenture-holders meetings a) During the lifetime of the company b) At the time of winding up of the company

Members Meeting
Statutory Meeting :
It is required to be held only by a public company having a share capital. A private company or a public company registered without share capital is under no obligation to hold such a meeting.

It must be held within a period of not less than one month and not more than six months from the date at which the company is entitled to commence business. At least 21 days before the day of meeting, a notice of the meeting is to be sent to every member stating it to be a Statutory Meeting. Statutory Report The Board of Directors should also get a report, called the Statutory Report, sent to each member along with the notice of the meeting.

Members Meeting
ANNUAL GENERAL MEETING :
As the name signifies, this is an annual meeting of a company. The provisions relating to this meeting are summarized as follows: Every company, whether public or private, having a share capital or not, limited or unlimited must hold this meeting. Time Interval between AGMs. The meeting must be held in each calendar year and not more than 15 months shall elapse between 2 meetings. However, the first annual general meeting may be held within 18 months from the date of its incorporation.

Members Meeting
EXTRA-ORDINARY MEETING :
All general meetings other than annual general meetings shall be called the extraordinary general meetings.

EGM is convened for transacting some special or urgent business that may arise in between two AGMs. All business transacted at such meetings is called special business. An EGM may be called: i)By the Directors of their own accord ii)By the Directors on requisition iii)By the requisitionists themselves iv)By the Company Law Board.

Members Meeting
CLASS MEETING OF MEMBERS:
where company has more than one class of shareholders, separate meeting must be convened of each class when any proposals effecting their respective rights and privileges are put forward.

Directors Meeting
Board Meetings:
The meetings of directors are known as board meeting.
The directors meet at regular intervals to discuss and decide questions of policy & to review the affairs & progress of the company. Meeting must be held at least once in every 3 months and at least 4 meetings must be held in every year.

Directors Meeting
Committee Meeting :
The articles usually empower the directors to delegate their power to small committees of the directors to investigate & report various matters relating to management of the company.
These committee must act according to the powers delegated to them & submit their report to board.

Creditors & Debenture-holders Meetings

The meetings of creditors or debenture holders
may be held for the purposes of securing their support in effecting some scheme of compromise or arrangement or at the time of winding up. Creditors & debenture holders may be required to surrender some rights partially for saving the company from financial difficulty

Essentials of valid Meeting

The meeting must be duly convened by a proper authority. A proper notice must be served in the prescribed manner. A quorum must be present. A chairman must preside. Minutes of the proceeding of the meeting must be kept.

Resolutions
These are the proposals accepted or decisions
taken at the general meeting by the required majority of members. Transactions are effected at the general company by passing resolutions.

Resolutions are of 2 types i) Resolution of shareholders. ii) Resolution of directors.

Kinds of a Resolution
Ordinary Resolution :
At a general meeting if votes cast in favor of the resolution by members are more than against, the resolution is passed as ordinary.

Special Resolution :
The resolution is special if the intention to propose the resolution is specified in the notice calling the general meeting; the votes in favor of the resolution are not less than three times the number of the votes cast against.

Board Resolution :
A resolution to change the companys name in response to a direction from the secretary of state under sec 31(2) of the companies Act 1985.

Essentials of a Resolution
Alteration of share capital.
Re-issue of redeemed debentures. adoption of statutory report. reduction of share capital. variation of shareholders right. payment of interest out of capital.