Lecture 10 (meetings and resolutions).pdf - ACC4106 Corporate law and Practice │ LECTURE 10│ Meetings and resolutions Contents 1 2 3 4 5 Importance

Lecture 10 (meetings and resolutions).pdf - ACC4106...

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ACC4106 Corporate law and Practice Week 10 1 © VTC 2017 LECTURE 10 Meetings and resolutions Contents 1. Importance of meeting 2. Requirement of a valid meeting 3. Types of meetings 4. Types of resolutions 5. Proceedings of general meetings Learning Outcomes Students should be able to explain the importance of meetings list the requirement of a valid meeting describe the different types of meetings distinguish ordinary resolution and special resolution. explain the rules and conditions governing the proceedings of general meeting. Reading Stott (HK Company Law) Ch 5, 5.7 Ch 14, 14.1-14.6
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ACC4106 Corporate law and Practice Week 10 2 © VTC 2017 1. The importance of meetings (a) The decisions of a company must be made through meetings when the power is vested with a body (e.g. general meeting, board meeting…) as a whole. (b) The decision (resolution) of a meeting is only valid and binding if the meeting is valid. (c) If the meeting is not valid, the resolutions are invalid and the actions stemmed from the decisions are therefore invalid. 2. Requirements for a valid meeting (a) It must be properly called in terms of authority to call, service of the notice, adequacy of the content and period. (b) It must be properly constituted in terms of having the requisite quorum and the presence of a properly appointed chairman to regulate the meeting. (c) It must be properly conducted in terms of following procedural rules provided in the Companies Ordinance, the company’s AA, common law of meetings on proposing the motions, debate, amendment, proxies, voting, passing resolutions, etc. (d) It must be properly recorded in the minutes which have evidentiary value and may be relied upon in Court.
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ACC4106 Corporate law and Practice Week 10 3 © VTC 2017 3. Types of meetings Company meetings may be of the following types: (a) General meetings i. annual general meeting (AGM)) ii. extraordinary general meeting (EGM). (b) Board (of directors) meetings (c) Class meetings (meeting of holders of a class of shares in the company) (d) Creditors meeting (in the course of winding up) 4. Types of resolutions (a) A resolution is the decision made in a meeting. (b) There are 2 kinds of resolutions: ordinary resolution and special resolution. (c) Whether a company shall make a decision by passing an ordinary resolution or a special resolution depends upon the requirements of the Ordinance and the company’s AA. (d) Matters that are required by the Ordinance to be carried out by ordinary resolutions include: i. Removal of directors (s.462) ii. Removal of auditors (s.419)
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ACC4106 Corporate law and Practice Week 10 4 © VTC 2017 (e) Matters that are statutory required to be decided by special resolutions include: i. To alter the constitution (s.88(2)) ii. To change the company name (s.107) iii. To authorize the reduction of capital (s.218) 4.1 Ordinary resolution (a)
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  • Fall '16
  • Corporation, AGM

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