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
Derived from :
Latin word ‘Maeta’. meaning ‘face to face’.
Gathering or assembling of two or more persons for transacting any lawful business.
“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-
- Board of Directors
- Central Government
- Advance written invitation containing details of meeting.
- Authorised by – BOD’s Length – 21 clear days
- Sent through
- ordinary post
- registered post
- 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-
- Minimum number of members to be present at a meeting
- Public Company
|No. of Shareholders||Quorum|
|Less than 1000||5 members|
|Above 5000||30 members|
Private Company – 2 members
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
- 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.
- 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.
- Proxy form
2. Motion (Section 105):
A proposal put before a meeting by proposer or mover for consideration and adoption.
- 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
- Voting by voice
- Voting by Division
- Voting by show of hands.
- Voting by Ballot.
- Voting electronically.
- Voting by Postal Ballot.
- Voting by Poll.
A motion accepted in a meeting
- 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
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
- 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-
- Point of
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.