Diploma of Corporate Administration Past Paper PDF

Diploma of Corporate Administration (AM120) LAW AND PRACTICE OF MEETINGS (ADM231) TOPIC 1: INTRODUCTION OF MEETINGS (COMPLETE VERSION WITH CASES) Created By Hjh. May Sapura bte Mohd. Shazilli Edited by Saidah Hamizah Ahmad MATTERS ABOUT ADM231 SCHEME OF WOR...

Diploma of Corporate Administration (AM120) LAW AND PRACTICE OF MEETINGS (ADM231) TOPIC 1: INTRODUCTION OF MEETINGS (COMPLETE VERSION WITH CASES) Created By Hjh. May Sapura bte Mohd. Shazilli Edited by Saidah Hamizah Ahmad MATTERS ABOUT ADM231 SCHEME OF WORK TERMS YOU NEED TO KNOW: Common law : i.e: case, general application Legal framework: Companies Act 2016  CHAPTER 1 INTRODUCTION OF MEETINGS LEARNING OBJECTIVE: 1. Legal definition of meeting 2. Purpose of meeting 3. Category of Meeting -differences 4. Types of meetings 5. General rule in relation to number of person attending the meeting 6. Requisite of a valid meeting DEFINITION OF MEETING SHARP V DAWES (1876) - An assembly of people for a lawful purpose; or - The coming together of at least two persons for a lawful purpose PURPOSE OF MEETING i. To discuss and make decision on any issue of which notice has been given ii. Provide opportunity to members to raise any issues which are relevant to the meeting iii. To share and exchange views or ideas with other members  CATEGORY OF MEETING & ITS DIFFERENCES PRIVATE MEETING PUBLIC MEETING  Attended by people who  Matters of public concern have a right  Public have access as it  Doesn’t mean that it is is held in public places. It held privately or indoors, can be held indoor as but is restricted to only long as there is no members of the body or restriction to attendance organizations that  Regulated by Peaceful organizes the meeting Assembly Act 2012  Regulated by the relevant laws or constitution of the bodies. i.e: Company Meeting: Companies Act 2016, Society Meeting: Societies Act 1966 etc..  Both categories of meeting are governed to some extent by the general law. In addition, for public meeting there will not be any by-laws or regulations. To a limited extent there may be regulations imposed by government or local authorities. Private meetings governed by by-laws or regulations relating to the convening and conduct of meetings. These by-laws or regulations may be statutory (e.g. CA 2016) or they may exist by agreement between the members such as in Company Limited By Guarantee with consititution.  TYPES OF ORGANISATION vs TYPES OF MEETINGS Types of organisation Unincorporated body Incorporated body - Registered companies -Club/Society / Association/ Sole  Members’ meetings/ proprietorship/Partnership Shareholders’ meetings: -Local Authorities AGM, EGM, and Class Meeting;  Members’ meetings: AGM, EGM,  Board of Directors Meeting; and  Council Committee Meeting  Committee Meeting  GENERAL RULE IN RELATION TO NUMBER OF PERSON ATTENDING MEETING General Rule: Meeting usually consists of two or more person  Sharp v Dawes 1876- At least 2  Re Sanitary Carbon Co 1877- One shareholder held proxies of all is invalid  Re Salvage Engineers Limited (1950- 1985)-One man meeting did not constitute a quorum. In this case: The meeting was attended by only one person present who also holds a proxy from another member of the company. The meeting is invalid  Re London Flats 1969 – when one member left the meeting before it ended there could no longer be a valid meeting.  GENERAL RULE IN RELATION TO NUMBER OF PERSON ATTENDING MEETING  United Investment and Finance Ltd v Tee Chin Yong (1967 )– one of the member had not paid in full on the shares allotted to him The issue in this case whether one person present can constitute a valid meeting. The plaintiff claimed payment of balances due from the defendants to the company for shares in the company upon forfeiture of their shares. The resolution to forfeit the shares and institute proceedings was taken at AGM of the company attended only by two members of whom one had paid up his shares. The meeting was and adjourned meeting and article 35 provided that at an adjourned meeting “the members present should be a quorum”. On the question of the validity of the resolution, the court held that as the meeting of the company could not be constituted by one member there was no quorum and therefore the resolution purported to have been passed thereat was invalid. Third Schedule CA 2016 Para 7 : Quorum of proceedings of the Board based on “majority of directors” if not fixed in advance.  ONE MAN MEETING Despite the above cases, one person attending the meeting can however constitute a valid meeting in exceptional circumstances. The circumstances are as follow: 1.Class Meeting - where one person held all the shares of a particular class, eg: preference share: East v Bennett Bros Ltd 1911 & section 339(3)(b) (one person present holding share of such class can constitute a quorum for an adjourned meeting) ,unless otherwise provided in the constitution 2.Board Meeting/ Other Board Proceedings - where the directors have fixed a quorum of one (power to fix is given by Third Schedule CA 2016 Para 7 and Para 18) (refer prev slide) - where private company w sole director/member can hold meeting in accordance with sec 328 (1)  ONE MAN MEETING - The single member is required to provide details of the decision made through written resolution (sec 344(1)) - Where such company has only 1 director, that director cannot resign unless he called for meeting of members to receive his resignation and to appoint new director. - In the case of death, the secretary shall call for a meeting to appoint new director.  Cont’d …ONE MAN MEETING 3. Meeting convened by the Court - Section 314 CA 2016: where it is impractical to call for a meeting in the manner prescribed in the Companies Act or constitution, any member or director can apply to the court for an order to call, hold and conduct the general meeting Case Foo Tong Eng v Poh Gun Suan : Majo SH was also the managing - director. Case Foo Tong of A quorum Eng v Poh at least Gun Suan 2 members was or Re London imposed Flatsto1969 in by Articles hold awhere the GM. Applicant sought to convene EGM, but Resp failed to attend on basis that court the maywas meeting direct to oppress the minority rights. Meeting cannot be held as there is no quorum. Held: Court allowed. The allegation made by Resp should be made under s 181.  Cont’d …ONE MAN MEETING 4. Meeting of a wholly owned subsidiary attended by a corporate representative. - A wholly-owned subsidiary has its holding company as its sole member. - Regardless of how many person authorized by the corporation, each person shall be entitled to exercise the same powers on behalf of the corporation if every one of the representative was an individual member of the company (sec 333) - Thus, a corp. representative of the holding comp. shall constitute a valid quorum for the subsidiary’s general meetings - If a Corp Rep. signs a minute stating that an ordinary or special  Cont’d …ONE MAN. MEETING 5. irregularities in proceedings – The court may make a ratification or validation order if there are any irregularities involving meeting of a company or of the directors -section 582(3). Thus, the validity of one man meeting may also be recognized. CASE: Tan Guan Eng v BH Low Holdings: Quorum not enough, but the Court said that quorum is only required during the meeting. So, the meeting continues. The High Court construed the relevant AOA to mean that a quorum was required only at the time when the meeting proceeded to business. Given that there was a quorum present when the meeting proceeded business, ie the continued meeting with the presence of only the holder of a valid proxy was a valid meeting. Therefore the resolution passed was a valid resolution  Cont’d…ONE MAN. MEETING 6. One member meeting- Sec 328 (1) : In the case of a company having only 1 member, one member personally present at a meeting is considered valid. - Therefore in the case of public company, where the statutory minimum of directorship is two person, (sec 196(1)(b), the purpose of having a one man meeting would be to appoint additional director to fulfil the statutory minimum requirement only. 7. creditor’s meeting- common law provides that in a winding-up process, where there is only one creditor who has proved his debts and entitled to vote or where one creditor is a proxy for other creditors who is entitled to vote, the sole director shall constitute a valid quorum for creditor’s meeting (c: Rv Leech’s case)  min 2 persons meeting vs one man meeting General rule: One man meeting is invalid  Sharp v Dawes 1876- At least 2  Re Sanitary Carbon Co 1877  Re Salvage Engineers Limited  Re London Flats  United Investment and Finance Ltd v Tee Chin Yong  Third Schedule CA 2016 Para 7 EXCEPTION – where one meeting is deemed valid Class Board irregularitie One Creditor’ Meeting Meeting of member s Meetin Meetin convened a wholly s in g g meeting meeting by the owned proceeding Court subsidiary s  Meeting using modern technology only applicable to corporation Byng v London Life Association Ltd Ch 170: the courts have taken the view that “meet together” means a “meeting of minds” and not necessarily a “meeting of bodies”. It is no longer compulsory that everyone must be physically present in the same venue. As long as there are adequate audi-visual facilities to enable everyone attending the meeting to participate in debate and vote on the proposals, the meeting is considered valid. Wagner v International Health Promotions Pty Ltd 15 ACSR 419. : Director meeting by telephone is valid as long as everyone is able to hear everyone else Re GIGA investments Pty Ltd 17 ACSR 472: meeting of more than 2 persons can be held via video conferencing Sec 327 (1) of CA 2016: company can hold its general meeting at more than 1 venue by using any technology that allows members of company to participate and exercise the members’ rights to speak and THE REQUISITES OF A VALID MEETING : (General requirements for a lawful valid meeting) i. A meeting must be properly convened. ii. A meeting must be properly constituted. iii. A meeting must be properly conducted in accordance to the rules governing the meeting. iv. A meeting must be properly recorded. 3C 1R The end