Every member has a right to attend the meeting in

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Every member has a right to attend the meeting in person or to appoint a proxy to attend and vote on his behalf. The proxy may be a member of the company or an outsider. • A member can only appoint one proxy for a meeting but in a company with a share capital, a member may appoint more than one proxy to represent the different classes of shares or stock held by him – s. 324. A proxy is able to exercise the powers of the member who appointed him, including the right to speak at the meeting and to vote. A proxy can now also vote both by show of hands and by poll (s. 284 (2) & s. 329). • A proxy may be elected as chairman of the meeting by a resolution – s. 328. • Where a member attends a meeting after appointing a proxy, the vote of the member and not that of the proxy should be counted. The articles of a company may extend the rights of a member and proxy. 22.7 CHAPTER SUMMARY • Membership of a company may comprise natural persons or companies Members of a company are the owners and controllers of the company. They have the power to make and amend the company’s constitution and are responsible for the appointment and removal of the directors and some of other officials. • Company membership may be acquired by subscription to the memorandum of association; by purchase of shares from a company or its members; by inheritance; and through employee share scheme. • Members of a company usually hold two types of meetings – the Annual General Meeting (AGM) and the extra-ordinary General Meeting (EGM). However, in some circumstances they may hold a general meeting on the order or a court. Although a plc must hold general meetings, a private company may choose not to have them. • General meetings must be called with proper notice to members. Improper notice may invalidate a meeting and its decisions unless the lack of notice was accidental or the members who were denied notice elect to waive their right. • A quorum must be formed before a general could be validly held. Download free eBooks at bookboon.com
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BUSINESS ORGANISATIONS AND AGENCY COMPANY MEMBERS 411 • Decisions of company members are called resolutions. These are of four types: ordinary, special, written, and unanimous resolutions. Only private companies may use written resolutions and dispense with general meetings. Decisions of company members may be by show of hand, poll or assent to written resolutions. Every member is entitled to attend a general meeting, either in person or by proxy. 22.8 PRACTICE QUESTIONS 1. State and explain how membership of a company may be obtained. 2. Explain the type and uses of company resolutions. 3. Distinguish between voting by show of hands and voting by poll, and the implications of each. 4. Explain the functions of a company’s annual and extra-ordinary general meetings.
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  • Fall '19
  • Corporation, Managing Partner

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