By going through these Maharashtra State Board Secretarial Practice 11th Commerce Notes Chapter 7 Company Meetings – I students can recall all the concepts quickly.
Maharashtra State Board Class 11 Secretarial Practice Notes Chapter 7 Company Meetings – I
Meeting-
Derived from :
Latin word ‘Maeta’. meaning ‘face to face’.
Meaning:
Gathering or assembling of two or more persons for transacting any lawful business.
Definition:
“Company Meeting is an assembly of people connected with the company who have gathered for the purpose of discussing matters related to it.”
– “Show & Smith”
Importance of Company Meetings-
- Opportunities for members to come together
- Reading minutes of the previous meeting
- Fixation and implementation of policies, plans and programmes
- Analysis of problems
- Legal requirements
- Other elements
Essential of a valied meeting-
- Duly convened
- Properly conducted
- Properly constituted
Proper Convening of Meeting-
Proper Authority:
- Board of Directors
- NCLT
- Central Government
Notice(SEC 101:
- Advance written invitation containing details of meeting.
- Authorised by – BOD’s Length – 21 clear days
- Sent through
- personally
- ordinary post
- registered post
- newspaper
Agenda:
- List of items to be
- discussed at the meeting
- Sent along with notice
Types of Agenda
- Bare statement agenda
- Draft minutes agenda
Proper Constitution of Meeting-
- Quorum:
- Minimum number of members to be present at a meeting
- Public Company
| No. of Shareholders | Quorum |
| Less than 1000 | 5 members |
| 1000-5000 | 15 members |
| Above 5000 | 30 members |
Private Company – 2 members
Board Meeting
1/3 of total directors or 2 whichever is higher.
2. Chairman (sec 104):
Person responsible for smooth conduct of the meeting. He presides over a meeting
- Power
- Duties
Power:
- To keep order and conduct the meeting.
- To decide the priority of speaker.
- To maintain order in debate
- To prevent the use of improper language
- To adjourn the meeting
- To give casting vote
- To declare result of voting
- To give ruling on point of order.
Duties:
- To see that the meeting is properly convened and constituted.
- To see meeting is conducted in a proper manner.
- To see items are discussed as per agenda
- To maintain order in meeting
- To declare result of voting.
- To see proper and correct are minutes entered and to sign them.
Proper Conduct Of Meeting-
1. Proxy (Section 105):
A person attending and voting of on behalf of a member in general meeting.
Legal Provisions:
- Appointment
- Right
- Membership
- Proxy form
- Inspection
2. Motion (Section 105):
A proposal put before a meeting by proposer or mover for consideration and adoption.
Essentials:
- must be in writing
- signed by the proposer
- put to meeting by the Chairman.
- should not contain any sort of argument, or defamatory expression.
- Wording should he affirmative
- must be within the scope of agenda.
- must be seconded by at least one member.
Kinds of Motions:
- Formal motion
- Substantive Motion
3. Voting :
To express opinion in a formal way
Method
- Voting by voice
- Voting by Division
- Voting by show of hands.
- Voting by Ballot.
- Voting electronically.
- Voting by Postal Ballot.
- Voting by Poll.
4. Resolution:
A motion accepted in a meeting
Type:
- Ordinary Resolution (51%)
- Special Resolution (75%).
- Resolution requiring special notice.
- Resolution requiring Registration.
- Resolution by Circulation.
5. Minutes (Section 118) :
A written record of proceedings of a meeting
Minute (Section 118)-
Meaning : It is a written record of proceedings of a meeting.
It should be prepared within 15 days after the meeting.
It must be recorded in minutes book and written in the past tense
Definition :
The term minutes means a concise and accurate official record of the decisions taken at the meeting.
– M. C. Kuchhal
Importance of Minutes :
- Authentic Record
- Evidence
- Future reference
- Legal provisions
- Information to Absent members
- Information about Resolution
- Inspection of Minutes (Section 119)
Amendment: It is any alteration or changes proposed by a member to the original motion.
Amendment (moved to alteroriginal motion bt …):
(a) adding some new words
(b) deleting some word
(c) Replacing some word
(d) changing the position or place of word
Point of order : It is a question or objection raised by a member regarding the conduct of a meeting.
Point of Order(may be for…):
- Use of improper language by any member
- Absence of Quorum
- Misbehavior by any member
- Breach of rule relating to meeting
Requirement Of Company Meeting-
- Notice
- Agenda
- Quorum
- Chairman
- Motion
- Amendment
- Voting
- Resolution
- Point of
- order
- Proxy
- Minutes
Word Meaning:
determine – to find out precisely; implementation – to start doing / to enact; analyzed – detailed examination; convening – proper person to call meeting; vital – important; intimation – to bring to notice; entitled – right to do something; transacted – conducted or carried out; authority – right or power; deceased – dead; insolvent – unable to pay; initiative – to take lead / to take first step; deliberately – intentionally; annexed – extra part attached; consultation – formally discussing / formal discussion: sequence – in order; brief – short; contentious matter – legal matter; commencement – at the beginning of something; invalid – not legally recognized; preside – to be in a position of authority; priority – a thing regarded as more important than others; relevancy – closely connected; debate – a formal discussion on a particular matter; adjourn – break off (a meeting case) with the intension of resuming it later; casting vote – an extra vote exercised by a chairperson; alteration – revision or amendment; proposer – mover of a motion; motion – a proposal put before a meeting; defamatory – damaging reputation of others; affirmative – agreeing with a statement; seconded by – supported by; conclusion – to end or finish; inconvenient – not easy or discomfort; substantive motion – a motion that is changed due to amendment; amendment – an alteration in original motion; voting – to express opinion in a formal way; ballot – a system of voting secretly / paper on which you write your vote, proxies – the authority to represent someone; resolution – a final decision to do or not to do; validity – not yet expired.