Extra –Ordinary General Meeting & Board Meeting

Q-01: Whats is an Extra ordinary general meeting?

Ans. for Q-01:

Any meeting of shareholders other than the statutory statutory and AGM is called the Extra-Ordinary General Meeting.

It is convened to do sum urgent business which is not to be deferred till holding of the next annual general meeting.

Sometimes such meetings are called “Requisitioned meetings” because these meeting are usually called on the requisition of the members or the directors.

Where it is necessary to pass a special or extra –ordinary resolution on extra-ordinary general meeting has to be called.

Such as where a special resolution. Say for altering articles, is required to be pass,it is necessary to called Extra-ordinary general meeting.

The consideration of which cannot be postponed to the next annual general meeting.

Such meeting may be held not necessarily only once in a year.

They may be held two or three times a year or may not be held at all in a year.

They are held whenever there is an urgent business to be transected.

Q-02: Summary of meeting procedures of extra ordinary general meeting ?

Ans. for Q-02:

Procedure:

Purpose: To transact any urgent or emergency matters.

When held: AS and when required by the directors.

Notice: 14 clear days notice for ordinary/Extra-ordinary resulations. 21 days notice for special ones.

Quorum: Same as in the case of statutory meeting unless the articles provide otherwise. Statutory meeting include 5 members in person. If within half hour from appointed time quorum is not present, the meeting is adjourned to next week same day sometime. At the adjourned meeting members present from the quorum.

Chairman: Chairman of the board will always preside. if chairman is absent then one of the directors if elected, will preside.

If otherwise, one of the members may be elected as chairman.

Voting: Decisions are arrived at through voting on motions duly proposed and seconded.

Voting may be on show of heads or by profit by majority of votes.

For ordinary resolution, Simple majority and for special resolution 75% votes required allowed.

Proxy: Allowed

Frequency: As a when required.

Q-03:A company wants to increase its authorized capital from Tk.30 Lacs to 20 core and amendments memorandum and articles of association.draw up a notice of an extra –Ordinary Genral meeting for the purpose,and minutes of the meeting.

Araft a notice for a extra-ordinary General meeting of a company.

Ans. for Q-03:

EASTLAD LIMITED

Registred Office :16/4 ,Karwan Bazar,Dhaka.

Notice of the Extra-Ordinary General Meeting

Notice of the Extra-Ordinary General Meeting

Notice is hereby given that an extra-ordinary general meeting of the company will be held at the auditorium of the institution of Engineers, Dhaka, on Monday the 24^th November 2003 at 3 PM to consider and if through fit to pass the following resolution with or without modification, as a special resolution:

“Resolve That The Authorized Capital of the company be increased from tk.80 lack divided in to tk.80,000 equity shares of tk.100 each to tk.2 core divided in to 2,00,000 equity shares of tk.100 each.”

“Further resolved that necessary amendments be made in the memorandum and articles of association of the company to conform to and adopt the same as per the above resolution.”

Dated,Dhaka.                                                                                   By order of the Board

The 1^st November 2003                                                                      Mohammad sadek Ali

                                                                                                         Company Secretary

Notes :

1. A member entitled to attend and vote at the meeting may appoint a proxy to called in his/her stead.
2. Such proxy need not be a member of the company;
3. The proxy from, a specimen of which is enclosed herewith, has to be deposited at the registered office of the company at least 48hours before the meeting.
4. An explanatory statement containing the background of the special business is attached with notice.
   
   
   N.B. When the notice clearly states “that the following resolution will be proposed as a special resolution “Instead of “To consider and if though fit ,To pass the resolution .With or without modification “No amendment con be moved.
   
   
   
   

Q-04: State the provisions of the Companies Act, 1994 regarding an Extra-Ordinary General Meeting to be held on requisition of its members. [May- June’04]

Ans. for Q-04:

Extra ordinary general Meeting

As per Section-84, the above meeting can be called on requisition from holders of 1/10th members or 1/10th holders of paid-up capital. This meeting is required for voluntary winding-up of the Company.

If the Directors do not cause a meeting to be called within twenty-one days from the date of the requisition being so deposited, the requisitionists or a majority of them in value may themselves call the meeting, but in either case any meeting so called shall be held within three months from the date from the deposit of the requisition.

Board Meeting

Q-01:Business of the board Meeting ?

Ans. for the Q-01:

The directors in their meeting may take up anything and every thing of the company ,Which do not fall within the purview of the members meeting ,for transaction.

However, The usual businesses transacted at a board meeting are as followings :

1. Determining overall business and management policy.
2. Issuance, allotment, call and forfeiture of shares;
3. Approving transfer and transmission of shares;
4. Issuance of debenture and allotment thereof;
5. Exercise borrowing powers;
6. Investment of company funds ;
7. Appropriation of profit with recommendation of final and declaration of interim dividend;
8. Adopting annual report;
9. Convening general meeting;
10. Fixation of the period of book closure;
11. Farming and approval of company contracts and agreements;
12. Recording and correction of statutory books;
13. Filling of various and statements;
14. Review progress and affairs of the company;
15. Conduct any specific inquiry;
16. Appointment ,Promotion and dismissal of staff;

The Act, at places,also suggested creatin cases which are to be brought before the board meeting for consideration or information.

One of such case is mentioned at sub-section (e) of section 133 on making memo of terms of contract etc. by any manager or other agent of the company in which company is undisclosed principle.

Q-02 : The resolutions of the board meeting are,generally ,passed by a simple majority.

Ans. for Q-02 :

Every directory has vote with the chairman having a casting vote ,in addition to his vote ,incase of a tie. But there are at least three cases where unanimous votes are expected in order to avoid any future complications.

These are the cases to :

1. Appoint a managing director;
2. Issue a prospectus;and
3. Invest in inter-company shares or debentures under the same managing agency (sec.122)
   While in the first two cases unanimity is desirable ,it is obligatory in the third cases.
   Q-03:Summary of meeting procedures of Board meeting
   Ans. for Q-03:
   Purpose :
   To discuss such matters as are needed by the directors;
   Whenheld : As and when required by the directors;
   Notice : No length of notice specified;
   Quorum : As provided in the articles;
   Charirman : Director to elect a chairman of the board who will preside in the board meetings;
   Voting : Resolution are passed (with few exceptions) by simple majority;
   Proxy : Not allowed
   Frequency : At Least four times a year.
   Q-04: Duties of the secretary relating to the board meeting.
   Ans. for Q-04:
   Duties of the secretary relating to the board meeting:

1. Before the board meeting :

1. The secretary ,in consultation with the chairman or on requision of a director ,fixes the date and time of the meeting;
2. He has to prepare in consultation with the chairman,the agenda and the notice of the board meeting;
3. He has to sent the notice of meeting together with agenda to the directors;
4. He should issue the invitation letters to persons who are to attend the meeting on invitation;
5. He has to keep ready periodical financial and trading returns showing up-to-date position;
6. He has to collect necessary documents contracts,pending transfer and the related certificates for seating and signing by directors;
7. He has to keep ready debited information and relevant documents regarding special business ,if any ,for placing before the meeting;
8. He has to keep the attendance register of the members ready for their signatures;
9. He has to prepare the minute book of board meetings ,and keep ready company seal ,copies of memorandum and articles of association .the least annual report trust deeds,and other documents likely to be required to be required at the meeting;
10. He should make proper seating arrangement in the meeting room for the members and supply stationery for their use in the meeting;
11. He should make arrangement for refreshment of members attending the meeting;

1. During the meeting :

1. The secretary shall obtain the signatures of the members attending the meeting in directors’ attendance book. He should also take in the same book signature of persions attending the meeting on special invitation;
2. He helps the chairman in ascertaining the quorum if one or more directors are interested in any item of business to be transcted.It is the duty of the secretary to determine that a disinterested quorum is present to deal with that item. He should note the names of interested directors for recording in the minutes;
3. The chairman may ask the secretary to record the notice of the meeting and the minutes of the last meeting;After the minutes have been approved by the board .the secretary has to obtain the signature of the chairman it.
4. He has to report in the meeting any request for leave of absence received from directors and them for recording in the minutes;
5. He has to report in the meeting any notice of disclosure of interest received from directors;
6. He has to help the chairman by providing necessary information and explanation an any point of discussion in the meetings;
7. He has to take full notes of the proceedings of the meetings;
8. He has to make arrangement for payment of seating fees and travelling allowances to director according to their entitlements as par terms of articles of association;
9. He has to help the chairman in the matter of company law during the course of discussion in the meeting ‘He must keep a copy of the companies act. Available for use in case of need.

1. After the meeting :

1. He should prepare the draft of the minutes of the meeting with the help of his own notes and those of the chairman.
2. He will send the draft of the minutes to the chairman for modification . if necessary ,and for his approval.
3. He should carry out the orders and instructions of the board.