SelLecture 3 - 2010 - COMPANY LAW: MEMBERS & DIRECTORS...

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COMPANY LAW: LECTURE 4
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Members (ie: Shareholders) Every company must have at least _____ member/s. Generally who manages a company: members or directors? Though it is the directors who make decisions on behalf of the company, in some specific situations, it may be necessary to get members’ approval (eg: where new shares are sought to be issued) pursuant to provisions of the Companies Act and the articles of association. Also note: the articles of association of a company typically would give the members, the power to remove
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Members’ Rights While members cannot manage the company, they have various rights. Some of these rights are discussed below:
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Members’ Rights: Attending Meetings and Voting There are 2 types of meetings. The first is the AGM. Subject to an exception, all companies must have an AGM once every year; failure results in the commission of an offence. During the AGM typically members’ approval is sought in relation to issues such as appointment of directors or auditors. During such meetings, the members also have the opportunity to query the directors
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Members’ Rights: Attending Meetings and Voting The second type of meeting is the EGM. All other meetings besides the AGM are classified as the EGM.
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Members’ Rights: Attending Meetings and Voting Where decisions are to be made at AGMs and EGMs, the amount of votes necessary to pass a resolution (or decision) depends on the type of resolution. There are 2 types of resolutions: ordinary resolution and special resolution .
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Members’ Rights: Others A member has the right to receive various types of information pertaining to the company. Why?
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Members’ Rights: Others A member has the right to the balance (if any) on dissolution. Generally does a member have a legal right to demand dividends?
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DIRECTORS Every company must have at least ___ director/s. Directors must be at least ___ years of age and
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This note was uploaded on 11/01/2011 for the course BIZAD BSP 1004 taught by Professor Ravichandran during the Spring '11 term at National University of Singapore.

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SelLecture 3 - 2010 - COMPANY LAW: MEMBERS & DIRECTORS...

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