3 PROCEDINGS at MEETINGS

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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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law & procedures of meeting 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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law & procedures of meeting 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

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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 ↔ he / she must ensure that the business is dealt of within the order set out in the agenda paper, BusinesS 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 ↔ he / she must ensure that the sense of meeting is of properly ascertained with regard to any questions MeetinG 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 - appointment of another person to fill the casual

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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law & procedures of meeting 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 - re-registration of an unlimited company as limited

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) - every company must keep minutes of all general

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) - after all that done, the minutes shall be evidence

of the proceedings section 156(3) - which the minutes have been signed & entered,

appointments they are prime facie evidence that the meeting has been duly held & convened, all

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

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request

minute

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law & procedures of meeting within 14 days after he / she has made a

in writing, the company has to furnish the

at a charge not exceeding RM1.00 for every

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.

7/9 after ‘special business’, the chairperson may ask the members if there is any other business that they wish to bring up.

8/9 next, the time, date & venue of the next meeting are discussed & decided upon.

9/9 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

chapter 3 : https://www.youtube.com/watch?v=Smro12PXsW8

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