Notices, Proxies, Agenda & Quorum 📄

Notice of Meeting 📮

Contents of Notice:

1. Date, Time, and Place of meeting.
2. Agenda (Business to be transacted).
3. Special Business (if any) with explanatory statement.
4. Proxy Form (for general meetings).

Service of Notice:

• Sent to all members at registered address.
• Can be sent via post, email, or courier.
• 21 days' notice for AGM/EGM (excluding dispatch day and meeting day).

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Proxy 🎭

Definition: A proxy is a person appointed by a shareholder to attend and vote at a meeting on their behalf.

Why Needed?

• Shareholder cannot attend meeting personally.
• But wants to exercise voting rights.

Rules:

1. Proxy must be appointed in writing (Proxy Form).
2. Proxy form deposited at company office 48 hours before meeting.
3. Proxy can vote but cannot speak at meeting (unless Articles allow).
4. Member can revoke proxy appointment before or at meeting.

Restrictions:

• Directors CANNOT act as proxy (conflict of interest).
• Members only (in private companies, anyone can be proxy).

Agenda 📋

Definition: List of business items to be conducted at meeting.

Types of Business:

1. Ordinary Business (Routine)

• Approval of financial statements.
• Declaration of dividend.
• Appointment of directors (retiring by rotation).
• Appointment/remuneration of auditors.

2. Special Business (Non-Routine)

• Issue of shares beyond authorized capital.
• Alteration of Articles of Association.
• Loans to directors.
• Any matter requiring special resolution.

Rule: Special business requires explanatory statement.

Quorum (Already covered in previous lesson, recap) 👥

If No Quorum:

• Meeting adjourned to same day, time, place next week.
• If quorum not present again, members present form quorum (except in private companies).

Quiz Time! 🎯

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💡 Final Wisdom: "Proper notice, clear agenda, and quorum ensure that meetings are fair and decisions are valid!" ✅

Next up: Resolutions - How decisions are made! 🗳️