12.11.6 (Matters Relating to General Meetings)

Notice of the meeting (s.171). Every member of the company is entitled to a notice of every general meeting. A notice of not less than 21 days must be given in writing to every member. However, a shorter notice for AGM will be valid if all members entitled to vote give their consent. In case of other meetings, a shorter notice will be valid if consent is given by members holding at least 95 per cent of the paid-up capital carrying voting rights, or representing at least 95 per cent of the voting power (s.771).

A private company not being a subsidiary of a public company can make its own provisions by its articles and exclude provisions of s.171.

The notice may be given to members either personally, or sending by post to him at his registered address. A notice of a meeting may also be given by advertising the same in a newspaper circulating in the neighbourhood of the registered office of the company.

The secretary should see that proper notice of meeting must be given to all persons who are entitled to receive it. An improper or insufficient notice, as well as absence of notice, may affect the validity of a meeting and render the resolutions passed at the meeting ineffective. Also the notice should make a full and frank disclosure to the members of the fact on which they would be expected to vote.

Agenda of the meeting. The word 'agenda' indicates the business to be transacted at a meeting. It is prepared for all kinds of meetings in order that the meeting may be conducted systematically. The agenda is generally prepared by the secretary in consultation with the chairman. It is drafted in such a manner as to help the chairman to conduct the meeting smoothly. In drafting the agenda, the secretary should bear in mind the following: (i) the agenda should be clear and explicit; (ii) it should be drafted in a summary manner; (iii) all items of routine business should be put down first and the contentious matters later; and (iv) all items of similar nature should be placed in a continuous order.

The foregoing points are important because when a copy of the agenda is sent to a member, he is in a position to form a definite opinion of the subject matter to be discussed at the meeting. while preparing the agenda, care should be taken for the order of the matters to be discussed, as the order of the agenda cannot be altered except with consent of the meeting. sometimes, the agenda is drafted in such a manner that it can serve the purpose of minutes later on. Some space is left opposite each agenda item and the secretary writes it up during the meeting; this practice is very common in the preparation of agenda for Board meetings.

sometimes, companies maintain an Agenda Book, wherein the agenda items are entered. It is placed before the chairman of the meeting and is regarded as the agenda' Those placed before the members or other directors are copies only. Later, the Agenda book becomes a permanent record for future reference.

Proxy (s.176).In the case of a company, every member of a company entitled to attend and vote at a meeting has the right to appoint another person, whether a member or not to attend and vote for him. The term proxy is applied to the person so appointed. Also, it refers to the instrument by which a member of a company appoints another person to attend the meeting and vote on his behalf. However, the proper term for this document is proxy form or proxy paper. The following points about proxies are to be noted: (i) A proxy has no right to speak at the meeting. (ii) A proxy need not be a member of the company. (iii) The instrument appointing a proxy must be in writing and signed by the appointed. (iv) The proxy form must bear the date of the meeting. (v) No company can make it compulsory for any one to lodge proxies earlier than 48 hours before the meeting. (vi) A proxy may be revoked before the person appointed has voted. (vii) A proxy can demand a poll. (viii) A proxy cannot vote against the wishes of his appointer.

Secretarial work as regards proxies. (a) Scrutinise the proxy forms to see whether they comply with the provisions the Act, and the bye-laws and rules of the organisation. (b) Any proxies received after the stipulated time limit must be returned with a note that they cannot be accepted. (c) Any irregularities in proxy forms should be reported to Chairman of the meeting, as he is the final authority to accept or reject them. (d) Each correct proxy form is countersigned by the Secretary. (e) Enter the correct proxy forms in Register of proxies. (f) Return the proxy form to the member together with an Admission card in the name of the proxy.