Law and Procedures of Meeting Manual

MINISTRY OF HIGHER EDUCATION

MANUAL

LAW AND PROCEDURES OF MEETING

INTAN HAZLINA BINTI AYOB COMMERCE DEPARTMENT

POLYTECHNIC of SULTAN HAJI AHMAD SHAH KUANTAN PAHANG

law & procedures of meeting

Publisher POLYTECHNIC of SULTAN HAJI AHMAD SHAH SEMAMBU 25350 KUANTAN PAHANG Copyright © 2019, by Polytechnic of Sultan Haji Ahmad Shah All rights reserved. No part of this publication may be reproduced, stored in a retrieval system or transmitted in any form or by any means, electronic, mechanical, photocopying, recording or otherwise without the prior permission of the publisher.

Printed by: PERKASA UMMAH ENTERPRISE B60 Jalan Indera Mahkota 7/1 Bandar Indera Mahkota 25200 Kuantan Pahang 1

law & procedures of meeting

DEPARTMENT of POLYTECHNIC and COMMUNITY COLLEGE EDUCATION, MINISTRY of EDUCATION MALAYSIA DIPLOMA PROGRAMME

Upon completion of the programme, the students will be able to: 1.

2.

3.

4.

5.

6.

7.

8.

9.

apply fundamental principles of multi discipline and soft skill in related area in the real work place use correctly knowledge and skills of multi discipline in office practice communicate effectively with professionals, community environments and organization use appropriately knowledge and skills to recommend effective solution in the organization develop an effective social responsibility and humanistic value to meet the common goals engage in life-long learning and professional development to enrich knowledge and competencies include entrepreneurial skills in the related discipline that contributes towards national growth and be competitive in related industries display confidently of good personality and adhere to professional code of ethics to adapt in the real challenges in working environment demonstrate effective leadership and teamwork responsibility

LAW & PROCEDURES of MEETING provides students with the knowledge and skills of handling meetings and drafting minutes. It covers the understanding of the principles and practices of different types of meetings held within society and the concept of company secretary in the operation and administration of office. It also covers the essential of writing minutes and to cultivate students in appreciating the important practices involved in meetings.

Upon completion of the course, students should be able to: 1.

2.

3.

4.

define clearly meetings and various types of meetings relating to different situations in accordance to Companies Act 1965 ( C2 , PLO1 ) describe precisely the concept of company secretary, its historical functions, qualifications, disqualification and duties in accordance with the related rules and regulation ( C6 , PLO1 ) organize correctly the rules and procedures of convening meeting in accordance with the provisions in Companies Act 1965 ( C3 , PLO1 ) ( P4 , PLO2 ) determine the correct techniques in writing minutes of meeting and keeping it in a proper way ( C6 , PLO1 ) ( A4 , PLO8 )

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LEARNING OUTCOMES : COURSE LEARNING OUTCOMES (CLO)

TEACHING METHODS

MATRIX

CLO 1 : define clearly meetings and various types of meetings relating to different situations in accordance to Companies Act 1965 CLO 2 : describe precisely the concept of company secretary, its historical functions, qualifications, disqualification and duties in accordance with the related rules and regulation

ASSESSMENT METHODS Quiz

C2 , LD1 End of Chapter Quiz Lecture

Test

C6 , LD1 Discussion Face to Face Communication

CLO 3 : organize correctly the rules and procedures of convening meeting in accordance with the provisions in Companies Act 1965

C3 , LD1

CLO 4 : determine the correct techniques in writing minutes of meeting and keeping it in a proper way

C6 , LD1

Q&A P4 , LD2

Role Play

Presentation (AGM Mock Meeting) Test Presentation (AGM Mock Meeting) End of Chapter Test Presentation (AGM Mock Meeting) End of Chapter

A4 , LD8

WEEKLY TEACHING PLAN TABLE : WEEK Week 1 - 2 Week 3 - 5 Week 6 - 8 Week 9 - 10

TOPIC Registration and Orientation Week Topic 1 – INTRODUCTION of MEETING Topic 2 – COMPANY SECRETARY Topic 3 – PROCEEDINGS at MEETINGS Topic 4 – SHAREHOLDERS’ RIGHTS

Week 11 - 13

Topic 5 – MINUTES WRITING

Week 14 - 15

Topic 6 – ASSOCIATION and SOCIETY MEETINGS

Week 16

Revision Week

ASSESSMENT Quiz 1 Quiz 2 Test Presentation (AGM Mock Meeting) End of Chapter 1 End of Chapter 2

ASSESSMENT: CLO

ASSESSMENT

QUANTITY

PROPOSED TOPIC

PERCENTAGE

1&2 2,3&4

Quiz Test Presentation (AGM Mock Meeting)

2 1

1&3 2&4

10% 15%

1

3&5

15%

End of Chapter

2

6

10%

2,3&4 1,3&4

Total

50% 3

law & procedures of meeting

The Manual is written for students who are required to undertake a basic Law and Procedures of Meeting course as part of Diploma programme. Although most of the readers will not specialize in Law, perhaps some will become sufficiently interested to major in this subject. This is a key subject not just for business students but for everyone because most of us become employees at some part of our lives. Familiarity with the key principles and practices of Law and Procedures of Meeting enables the reader to understand basic procedures as an employee which carry out by organizations.

This Manual entirely based on the Polytechnic MOHE syllabus for the Law and Procedures of Meeting subject. The contents in brief consist of six chapters cover Introduction of Meetings, Company Secretary, Proceedings at Meetings, Shareholders’ Rights, Minutes Writing and Association and Society Meetings.

This Manual provides a summary of the important topics covered in Law and Procedures of Meeting for the purpose of examination review. Furthermore, it is useful in order to adapt practices in the current workplace meetings.

Intan Hazlina binti Ayob 4

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Course Outline

2

Preface

4

TOPIC

1

INTRODUCTION of MEETINGS

7

2

COMPANY SECRETARY

21

3

PROCEDINGS at MEETINGS

32

4

SHAREHOLDERS’ RIGHTS

58

5

MINUTES WRITING

73

6

ASSOCIATION and SOCIETY MEETINGS

83

Reference

91

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INTRODUCTION

COMPANY ↔ is an incorporated association once registered it becomes a separate legal entity ↔ two (2) types of company – PRIVATE (consists of minimum 2 members maximum 50 members) – PUBLIC (consists of minimum 2 members maximum unlimited members) ↔ consists of directors & shareholders 7

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↔ company is governed by Companies Act 1965 which contains 374 sections related to company & covers from the making of the company until the winding of the company

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~ at least two (2) persons ~ one (1) person may also constitute a valid meeting in any one (1) of the following circumstances:  which one (1) person holds all the shares of a particular class  which is the meeting of the wholly owned subsidiary company  which is the meeting convened by the court under section 150  which is the meeting convened by the sole continuing director

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Properly Convened 

meeting is said to be properly convened when notice together with agenda is given before the meeting



the convening authority must sign notice

Convening Authority 

the secretary will send out notice of meeting on Board of Director instruction & order.



any director may whenever thinks fit convene an Extra Ordinary General Meeting



any director may summon a meeting of directors



section 144(1) - two (2) / more members holding more than 10% of the issued shares capital may call for an Extra Ordinary General Meeting (if this happen, directors upon receipt of the requisition shall convene an Extra Ordinary General Meeting not later than two (2) months after receipt) if fail to do so, the members themselves may convene the Extra Ordinary General Meeting must not be more than three (3) months from date of requisition.



section 150

- the court has a power to convene a general meeting & may do so either: √ on its own motion √ application of any director √ application by a member who would be entitled to vote at the meeting √ personal representative of any such members

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Properly Constructed 

secretary must ensure that there is enough quorum before starts the meeting



chairperson must know his / her duties & power

Properly Conducted 

having the floor no body apart from the chairperson may address the meeting until recognized by the chair chairperson must give reasonable opportunity to everybody to speak once given the opportunity, a member must express views accordingly



addressing the chairperson members must always remember to chairperson every time they want to speak



address

the

order of business meeting should be dealt accordingly to the agenda each topic should be given reasonable time for discussions there are four (4) ways to interrupt discussion / debate:  point of order  point of explanation  procedural motion  amendment

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STATUTORY MEETING 

this is a member general meeting & it is held once in the entire life of a company incorporated as a public company limited by shares.



section 142 -



directors are the convening authority.



at least 7 days before the actual meeting a statutory report certified by at least two (2) directors must be circulated to all members of the company a statutory report must also be lodged with Registration of Company



failure to hold a meeting / lodge the statutory report is a ground upon which a petition to wind up a company may be presented.

the public company with a share capital is required to hold a meeting within a period of not less than one (1) month & not more than three (3) months after the date at which it is entitled to commence business

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ANNUAL GENERAL MEETING 

section 143(2)- states that every company must hold an AGM once every calendar year.



the first AGM must be held not later than 18 months from the date of incorporation.



then the subsequent AGM must be held within 15 months from the date of the last AGM.



this period can be extended by applying to the Registration of Company using Form 51A. if Registration of Company thinks appropriate, then the period may be extended.



Board of Director is responsible in convening the AGM. if Board of Director failed, then section 143(4)(b) allows the member to apply to court for the court to order the AGM to be called.



before the meeting, notice should be served: ordinary business in 14 days special business in 21 days



main purpose of AGM

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

other than these shall be called ‘special business’.



then, it is important that the proposed resolution be set out in full notice to enable the shareholders to decide whether they should attend the AGM.



if that cannot be done, then alternatively special business can be transacted at the EGM to be held immediately before / after the AGM.



within one (1) month from the date of AGM the company must lodge with the Registration of Company the following documents: annual return audited account list of members (exception) section 165 – if the company is a public company & has more than 500 members then the secretary only has to fill a form & attached to the form a list showing the particulars of 20 largest shareholders.

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EXTRAORDINARY GENERAL MEETING 

basically, general meeting other than annual general meeting is an extraordinary general meeting.



the purpose of EGM is to transact special business which are too urgent to wait until the next AGM.



person convene the EGM: directors section 145(1) – two (2) / more members holding not less than 1/10 of the company issued share capital if the company has no share capital not less than 5% of the members may call the meeting



if none of the above categories want to call EGM, then members can call an EGM through requisition which is a written notice to the directors requiring that the meeting be called.



any member holding not less than 10% of company’s paid up capital / by members without share representing 10% of the total voting right may make the requisition.



director must convene the EGM within two (2) months after the receipt of the requisition. if fail, section 144(3) - the requisitionist may convene the meeting themselves within three (3) months of the date of the deposit of requisition.



if it is impractical to convene the meeting, section 150 – the court may order a meeting to: be called by courts own motion member entitle to vote

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CLASS MEETING 

in cases where there are varieties of class rights, it may be necessary to call a meeting only of a certain class of members & not a general meeting of all the members of the company.



thus, class meeting is a meeting of the holders of certain class of shares which held in connection with situation concerning matters attached to that particular class of shares.

chapter 1 : https://www.youtube.com/watch?v=w4L-nFKSaTA&t=21s 18

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 ……………………………………………………………………………… ……………………………………………………………………………… ……………………………………………………………………………… ……………………………………………………………………………… ……………………………………………………………………………… ……………………………………………………………………………… ……………………………………………………………………………… ……………………………………………………………………………… ……………………………………………………………………………… ……………………………………………………………………………… ……………………………………………………………………………… ……………………………………………………………………………… ……………………………………………………………………………… ……………………………………………………………………………… ……………………………………………………………………………… ……………………………………………………………………………… ……………………………………………………………………………… ……………………………………………………………………………… ……………………………………………………………………………… ……………………………………………………………………………… ……………………………………………………………………………… ……………………………………………………………………………… ………………………………………………………………………………

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

The appointment of a company secretary is subject to the Companies Act 1965 & the person to be named as the secretary of a company has to execute a Form 48F (Declaration by a Person Before Appointment as Secretary) before he is appointed.



The approval of the board must be obtained before appointing a secretary.



A Form 49 (Return Giving particulars in register of Directors, Managers & Secretaries & Changes & Particulars) has to be lodged with CCM notifying of the appointment of the company secretary within one month from the date of the appointment.



The Register of Secretaries must be updated.



Where there are joint secretaries to be appointed, these can be done in a single resolution.



The procedure for the appointment of joint secretaries is similar to the appointment of a secretary.



Where there is new incorporation & the company secretary is the first named secretary in the Memorandum & Articles of Association of the company, the secretary has to execute a Form 48F (Declaration by a Person Before Appointment as Secretary). A copy of this form will be kept with the statutory records of the company.



All the incorporation documents will then have to be prepared & lodged with CCM.



Once the Form 9 (Certificate of Incorporation) is issued, to confirm the appointment of the first secretary at the first board meeting which is to be held within the first month from the date of incorporation of the company. The appointment will be retrospectively from the date of incorporation of the company.



The Form 49 (Return Giving particulars in register of Directors, Managers & Secretaries & Changes & Particulars) will then be lodged with CCM notifying of his appointment.

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chapter 2 : https://www.youtube.com/watch?v=2TYR_p5EXXI 29

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 ……………………………………………………………………………… ……………………………………………………………………………… ……………………………………………………………………………… ……………………………………………………………………………… ……………………………………………………………………………… ……………………………………………………………………………… ……………………………………………………………………………… ……………………………………………………………………………… ……………………………………………………………………………… ……………………………………………………………………………… ……………………………………………………………………………… ……………………………………………………………………………… ……………………………………………………………………………… ……………………………………………………………………………… ……………………………………………………………………………… ……………………………………………………………………………… ……………………………………………………………………………… ……………………………………………………………………………… ……………………………………………………………………………… ……………………………………………………………………………… ……………………………………………………………………………… ……………………………………………………………………………… ………………………………………………………………………………

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NOTICE A meeting will not be properly held unless proper notice has been given to persons entitled to receive it.

It is a form / method of communication used by the convener to summon to the meeting a particular person. section 145(4)

-

notice shall be served on every member having a right to attend

section 148(1)

-

every member shall have a right to attend any general meeting of the company & to speak & vote on any resolution at the meeting notwithstanding provisions in the MoA

section 174(7)

-

the company’s auditor is also entitled to notice of the meetings

section 145(2)

-

a meeting shall be called by notice in writing of not less than 14 days for passing of ordinary resolution

section 152(1)

-

a meeting shall be called by notice in writing of not less than 21 days for passing of special resolution

section 145(3)(a)-

notice may be shorter than 14 / 21 days which there is a unanimous consent of all members entitled to attend & vote

section 145(3)(b)-

notice may be shorter than 14 / 21 days with the agreement of members holding at least:  95% nominal value of company’s voting shares for company with share capital  95% of the total voting rights of all the members at the meeting

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To serve notice in accordance with AoA / if no provision by handling it to the member personally - sending it to registered address / to the address that he / she has supplied to the company for the giving of notice. section 355(1)

-

meeting would be invalidated if notice were not served unless the court declares the substantial injustice has been / may cause which cannot be remedied by any order of the of the court

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In other words, notice calling for meeting must contain sufficient information to enable member to decide whether / not he / she will attend the meeting.

Any resolution passed may be invalidated as against a member who did not attend if notice served did not disclosed certain material facts.

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ChairpersoN the AoA will provide for the appointment of the chairperson, need not be a member of a company if there is no such provision: section 147(1)(b)-

any member elected by the members present at the meeting may be a chairperson.

section 146(1)(a)-

it may be provided in AoA that the chairperson may be elected on a show of hands & no poll will be required

NoticE

↔ before the meeting commences he / she ought to satisfy himself / herself that it has been properly convened

ConstitutioN ↔ he / she must also ensure that the meeting is properly constituted, example, his / her own appointment is in order & the quorum is present ConducT

↔ during the whole course of meeting he / she must ensure that the proceedings are conducted strictly 41

law & procedures of meeting

in accordance with the rules that govern the meeting PreservatioN↔ he / she may have power to order withdrawal of of offenders but this power depends upon the nature OrdeR of the meeting & where it is held OrdeR of BusinesS

↔ he / she must ensure that the business is dealt within the order set out in the agenda paper, unless the meeting consents to the variation of the order

DiscussioN ↔ he / she has a duty to allow reasonable time for the discussions, however on the other hand;  he / she must restrain irrelevant discussions  he / she must allow no discussions unless there is a motion before the meeting  he / she must give equal opportunity to those who wish to speak SensE of MeetinG

↔ he / she must ensure that the sense of meeting is properly ascertained with regard to any questions which is properly put before the meeting

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the members will treat any irregularities in the conduct of the meeting by the chairperson as internal irregularities rectifiable by the members themselves.

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QuoruM the minimum number of person / persons who entitled to attend the meeting required constituting a meeting to be valid in transacting the business of the meeting. the AoA usually will specify what the quorum is for a meeting. if no such provision, section 147(1)(a) provides that two (2) members personally present constitute a quorum. quorum is only needed at the commencement of the meeting not throughout. however, the general rule stated that there must be at least two (2) members personally present to constitute a meeting. so it is necessary for at least two (2) members present throughout the meeting even though a quorum was present at the commencement of the meeting. exception, where a single member holds all the shares of a particular class meeting which validly held by a single member.

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MotionS is a proposition / proposal put forward for discussion & decision at the meeting the rules of how & when motion should be put vary. most commonly is:  order of business – chairperson declares next item  reading of motions by proposer / chairperson / secretary  seconding (no seconding the motion must be dropped)  discussion  amendments (need seconder). if approved, amendment is included in the original motion. amended motion is known as substantive motion  resolution – once debate concluded the original / substantive motion is put the vote: carried → resolution failed → end ResolutionS

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ORDINARY resolution is a resolution passed by a simple majority of those present & voting. exception → ¾ majority section 129 appointment of a director of a public company who have attached the age of 70 years section 172 casual

-

appointment of another person to fill the vacancy created by the removal company’s auditor

if votes are equal then resolution is lost, unless the AoA give a casting vote to the chairperson. all resolution to be passed by members in general meetings shall be ordinary resolution unless the Companies Act requires otherwise.

SPECIAL resolution section 152(2)

-

notice of 21 days must be given even though it may be reduced if the majority of the members together holding 95% of the voting rights

agreed notice of the meeting must specify the intention to propose passing of the resolution as a special resolution. section 152(1)

-

passed by the majority of more than 75% of those who attended & vote in person / proxy

section 154(1)(a)-

requires to be registered with Registration of Company by lodging Form 11

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the Companies Act requires the passing of special resolution for the following matters: section 15

-

alteration of article 3 in the MoA of the private company

section 23

-

change of company’s name

section 25 limited

-

re-registration of an unlimited company as company

section 26

-

re-registration of a public company to private company & vice versa

section 28

-

change of the object of the company

section 31

-

alteration of AoA

section 56

-

creation of reverse liability

section 64

-

reduction of share capital

section 218

-

winding up by the court

section 245

-

members’ voluntary winding up

section 269

-

exercise of certain power by liquidator in a members’ voluntary winding up

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AmendmentS is any motion which proposes a material alteration to the original motion  by omission  by substitution  addition of words / phrases  combination of these no agreement should be proposed / seconded by a mover of original motion amendment may be made any time after discussion on original motion has started any amendment pertinent to the business mentioned in notice should be allowed if amendment goes beyond the scope of notice, chairperson has a power either to reject / accept agreement BUT must do so carefully because if he fails to submit a pertinent amendment to the meeting, it will invalidate any subsequent resolution if challenge

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AdjournmenT is some delay to the proceeding Scadding V Lorant defines adjournment as an extension / continuation of the meeting to deal with unfinished business adjournment may only be called with good cause. if not the meeting continues with a replacement chairperson chairperson is entitled to adjourn without consent of the meeting if:  there is serious disorder  a poll vote is to be taken  failure to muster a quorum generally, no notice is needed to adjourn a meeting since the meeting is no more than the completion of a validly convened meeting, only:  if there is new business to be discussed  if the meeting adjourns indefinitely (sine dine) PostponemenT is an attempt by the conveners of the meeting to defer the meeting sometime after it has convened but before it has assembled

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ProxieS a proxy is a person appointed by a member to attend & vote on his / her behalf. section 149

√ √

√

states that: a proxy shall not be entitled to vote except on a poll not by show of hands a proxy shall be member / if he /she is not a member of the company he / she shall be an advocate an approved company / a person approved by Registration of Company a member shall not appoint more than two (2) \ proxies to attend & vote at the same meeting

proxy form shall be deposited at the registered office not less than 48 hours before meeting.

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CorporatE RepresentativeS is an individual appointed by a corporate shareholder in order to be the representative to attend & vote at general meetings https://themalaysianlawyer.com/2018/08/02/some-recent-developments-in-shareholdermeetings-in-malaysia/

VotinG Person gets to vote ↓ according to section 148(1) generally all members are entitled to vote.

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↔ show of hands in any general meeting, vote shall be decided by show of hands first unless a poll is demanded. every member / corporate representative present shall have one (1) vote each on a show of hands irrespective of their shareholdings. the vote on any show of hands shall be nullified once a poll is demanded in respect thereof. ↔ poll a poll can only be administered by demand. votes are given proportionately to the numbers of shares held, more shares more votes. by poll, a member may utilize his / her full voting power.

Demand a poll ↓ section 152(4)(b)-

special resolution the chairperson at least three (3) present in person / by proxy any member / members present in person / by proxy holding more than 10% of the total voting rights of all the members present at the meeting any member / members holding shares more than 10% of the total paid up capital

section 146(1)(b)-

ordinary resolution any five (5) / more members having the right to vote at the meeting any member / members present in person / by proxy holding more than 10% of the total voting rights of all the members present at the meeting any member / members holding shares more than 10% of the total paid up capital

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AttendancE attendance is the act of being present (at a meeting or event, etc.). attendance is often tracked & reported in meeting records. for some meetings, a predetermined percentage of participants (called a quorum) must be in attendance before the meeting can start. in some organizations, meeting attendance is required to qualify for additional privileges such as voting rights or the right to participate in special events.

MinuteS section 156(1) general

-

-

every company must keep minutes of all meeting must be done within 14 days of the day upon which the meeting was held must be signed by the chairperson who

chaired that particular meeting / by chairperson of the next succeeding meeting section 156(2) evidence

-

after all that done, the minutes shall be of the proceedings

section 156(3) entered,

-

which the minutes have been signed & they are prime facie evidence that the meeting has been duly held & convened, all

appointments are valid & that the proceedings were duly conducted failure to comply – penalty RM2000.00 section 157(1)

-

these minutes must be kept at the registered office of the company any member who wants to inspect may do so without charge if members want a copy of the minutes then 53

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within 14 days after he / she has made a request in writing, the company has to furnish the minute at a charge not exceeding RM1.00 for every 100 words failure to comply – penalty RM500.00

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IrregularitieS section 355. Irregularities in proceedings.

(1) No proceeding under this act shall be invalidated by any defect, irregularity / deficiency of notice / time unless the court is of opinion that substantial injustice has been / may be caused thereby which cannot be remedied by any order of the Court.

(2) The Court may if it thinks fit make an order declaring that the proceeding is valid notwithstanding any such defect, irregularity / deficiency.

(3) Without affecting the generality of subsections (1) & (2) / of any other provision of this act, where any omission, defect, error / irregularity (including the absence of a quorum at any meeting of the company / of the directors) has occurred in the management / administration of a company whereby any breach of this act has occurred, / whereby there has been default in the observance of the memorandum / articles of the company / whereby any proceedings at / in connection with any meeting of the company / of the directors thereof / any assemblage purporting to be such a meeting have been rendered ineffective including the failure to make / lodge any declaration of solvency pursuant to section 257, the court —

(a)

may, either of its own motion / on the application of any interested person, make such order as it thinks fit to rectify / cause to be rectified / to negative / modify / cause to be modified the consequences in law of any such omission, defect, error / irregularity, / to validate any act, matter / thing rendered / alleged to have been rendered invalid by / as a result of any such omission, defect, error / irregularity; (b) shall, before making any such order, satisfy itself that such an order would not do injustice to the company / to any member / creditor thereof, (c) where any such order is made, may give such ancillary / consequential directions as it thinks fit; & (d) may determine what notice / summons is to be given to other persons of the intention to make any such application / of the intention to make such an order, & whether & how it should be given / served & whether it should be advertised in any newspaper.

(4) The court (whether the company is in process of being wound up / not) may enlarge / abridge any time for doing any act / taking any proceeding allowed / limited by this act upon such terms, if any, as the justice of the case may require & any such enlargement may be ordered although the application for the same is not made until after the time originally allowed / limited.

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PROCEDURE of MEETING 1/9

the chairperson will call the meeting to order & makes his / her opening remarks.

2/9

the attendance is checked & if any member has notified the secretary that he / she cannot attend, the apologies for absence are announced & recorded.

3/9

the minutes of the previous meeting are read. the chairperson then asks members if the minutes are accurate record of the last meeting. any inaccuracy, relevant changes / corrections will be made. once satisfied, chairperson signs the minutes to confirm that they are accurate records.

4/9

chairperson will then lead the discussion on to matters arising from previous meeting. members may wish to report on any developments / action taken with regard to business discussed at the last meeting.

5/9

the meeting will then go on to consider any reports that are to be presented.

6/9

the chairperson then leads the discussion on to the items that form the main business of the meeting / otherwise known as ‘special businesses’. chairperson would encourage all members to participate in the discussion & present their views. members may put forward a proposal also called ‘motion’. another member must second this motion. if there is no seconder, the motion is dropped & will not be discussed further. once the motion has been seconded, members are allowed to present their views & opinions on the motion. after a reasonable time, the chairperson will end the discussion & ask members to vote on the motion. if majority vote for the motion, it is carried if not the motion is defeated.

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after ‘special business’, the chairperson may ask the members if there is any other business that they wish to bring up.

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next, the time, date & venue of the next meeting are discussed & decided upon.

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the chairperson would then close the meeting.

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source : https://www.bursamalaysia.com/sites/5bb54be15f36ca0af339077a/assets/5bb54d055f3 6ca0c341f0027/AGM_Best_Practice_Guide_for_Listed_Issuers.pdf

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https://www.lawteacher.net/free-law-essays/finance-law/the-rights-of-a-shareholder.php

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The old common law position was based on the principle of the ‘Majority Rule’ laid down in Foss v Harbottle (1843). The majority rule stands for the proposition that the decisions and choices of the majority will always prevail over those of the minorities. In practice, the greater the amount of shareholding of an individual member, the greater rights and powers accrued to that individual member within the company. Thus it appears that a substantial amount of power has been placed in the hands of the majority shareholders and that by virtue of the majority rule, the minority shareholders are required to accept the decisions made by the majority shareholders. In such circumstances, the minority shareholder cannot ask for court intervention because Foss v Harbottle does not cater for minority members who complain of a wrong done to the company provided that the majority shareholders do not wish to take any action against the wrong committed. As a general principle laid down in Foss v Harbottle, where it is alleged that a wrong has been done to the company then proper claimant in such an action is the company itself and where the company is competent to settle the alleged wrong itself or, the company is competent to ratify or condone an irregularity by its own internal procedure, then no individual member may bring action.

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Society SOCIETY APPEALS Application for appeal to the Minister of Home Affairs may be submitted to the Registrar of Societies (RoS) within 30 days from the date of the Registrar's decision as specified under Section 18 of the Societies Act 1966 [Act 335] in any of the following cases— a) cancellation of registration of the society under section 2A; b) refusal to register the society under section 7; c) refusal to grant exemption under subsection 9A (4) to a disqualified person to hold office in any registered society; d) refusal to approve the change of name or place of business of the society, or amendment of its rules under section 11; e) refusal to approve the establishment of a branch of the society under section 12; f) cancellation of the registration of the society under section 13; g) order prohibiting non-citizens from holding office in a society or prohibiting affiliation, connection, communication or other dealing with any society outside Malaysia and other matters stated in subsection 13A(1); h) order to amend rules or constitution under subsection 13A (2); i) refusal to approve an auditor or approving an auditor unacceptable to the society under subsection 14(4); j) making a provisional order for the dissolution of the society under subsection 14(5); k) cancellation of the registration of a registered society under section 16 for failure to settle a dispute within the society; or l) refusal to grant permission under section 49 to become an office-bearer source : http://www.moha.gov.my/index.php/en/pertubuhan 87

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PROCEDURAL RULES OF MEETING The chairperson has the responsibility to maintain procedural rules of the meeting & should be impartial & act in the best interest of the organization. He / she should also be familiar with any procedural rule for the meeting set out in the Articles.

POINTS TO NOTE:

1) The chairperson should, at the start of the meeting, explain to the members the house rules & other administrative details (such as policy on audio & visual recording, procedures for emergency evacuation & to request speakers to use microphones & introduce themselves by name & state whether they are members / proxies each time they speak), order of events, how the meeting would be conducted & how resolutions would be proposed, discussed & voted upon.

2) The chairperson should also ensure that the security chief of the venue gives a short briefing on the safety procedures in case of emergency example fire outbreak.

3) Although the meeting should be held on time, members arriving late for the meeting should also be allowed entry.

4) The chairperson also has the right to limit the amount of time spent on debating on each resolution & this should be exercised reasonably (example to restrict repetitive / similar questions which have been addressed from being posed).

5) In this respect, the chairperson must allow reasonable opportunity for members at the meeting to ask questions / make comments. He / she should not cut short discussions if the matters discussed are relevant & practical to the business of the meeting & important matters to members. The chairperson should not ‘collect’ questions from the members with a view to answer all the questions in one go as this practice will dilute the importance of the questions & generalise the answers.

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BEST PRACTICE:

Before a proposed resolution is put to vote at the meeting, it is best practice for the chairman to: 1) explain the effects & purpose of the proposed resolution. the chairperson should, if necessary, explain the information previously provided in the explanatory note accompanying the notice of the meeting 2) invite & encourage the members to speak & discuss on the matter

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REFERENCE

Wong Tat Chung (2016). Best Practice Guide on AGMs for Listed Issuers. https://www.bursamalaysia.com/sites/5bb54be15f36ca0af339077a/ assets/5bb54d055f36ca0c341f0027/AGM_Best_Practice_Guide_fo r_Listed_Issuers.pdf Kuala Lumpur: The Malaysian Institute of Chartered Secretaries and Administrators (MAICSA).

Siti Marina Amit (2000). Law and Procedure of Meeting. Shah Alam: Universiti Teknologi MARA (2020). Putrajaya: Ministry of Home Affairs. http://www.moha.gov.my

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Upon completion of this course, students should be able to: CLO 1 : define clearly meetings and various types of meetings relating to different situations in accordance to Companies Act 1965 ( C2 , PLO1 ) CLO 2 : describe precisely the concept of company secretary, its historical functions, qualifications, disqualification and duties in accordance with the related rules and regulation ( C6 , PLO1 ) CLO 3 : organize correctly the rules and procedures of convening meeting in accordance with the provisions in Companies Act 1965 ( C3 , PLO1 ) ( P4 , PLO2 ) CLO 4 : determine the correct techniques in writing minutes of meeting and keeping it in a proper way ( C6 , PLO1 ) ( A4 , PLO8 )

for utilizing Law & Procedures of Meeting manual

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INTAN HAZLINA BINTI AYOB Master Education (UTM) ; BBA (Honours) (UiTM) Lecturer Polytechnic of Sultan Haji Ahmad Shah Kuantan, Pahang

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