Proceedings of Meeting - notice of meeting, resolution, quorum, chairman, minutes, voting, and proxy

Detail explanation regarding general meeting

Link to securities commission resource

http://www.sc.com.my/eng/html/resources/inhouse/shareholders.pdf

Notice

1. Must be sent to all members within 14 days or 21 days if a special resolution is to be passed.

2. If a shorter notice is to be sent, it must obtained at least 95% of agreement from members who are entitled to vote.

3. 2 or more holders of not less than 10% of voting rights can petition to court to cancel any alteration.

4. Special notice- Send to all members within 28 days.

Matters requiring special notice:

a) Appointment or removal of auditor

b) Appointment or removal of directors.

c) Appointment or retention of public company's director aged 70 or over.

5. The meeting can be held at anywhere in malaysia, can via technological means. section 145A

6. Meeting valid if accidental omission of notice. S145(5)

7. Meeting invalid if deliberate/mistaken belief that SH not entitled to attend meeting. (Musselwhite v. CH Musselwhite & Son ltd)

Quorum

1. Quorum are required number of members to have meeting.

2. A/A can provide for any number.

3. At least 2 SHs must present unless A/A provide otherwise. S147(1)

4. Meeting valid if it is wholly owned by 1 member.

5. Court may allow one member to constitute a quorum. S150

6. Article 47 Table A- Quorum is required for commencement of meeting

7. Waiting time is 1/2 hour.

Chairman

1. Chairman of board of directors will chair the meeting.

2. Chairman preside over a meeting- Chairman of the board

3. Duty to keep the meeting in order- CM has no right to adjourn meeting.

4. Shareholders can appoint a shareholder if no one is willing to act as chairman or chairman late for more than 15 minutes. Art 49

Minutes

1. Company must keep minutes of general meeting at registered office.

2. Chairman signs the minutes and it will then become a prima facie evidence.

Voting

1. Vote by hands unless stated otherwise.

2. Each shareholder has 1 vote regardless of shares.

3. However, shareholders' right to demand for a vote by poll cannot be exluded. Section 146(1)

4. Article 51 provides change to vote by poll by vote of hands by chairman, at least 3 members present by person or proxy/ holders of not less than 10% present by person or proxy.

Proxy

1. Need not to be a member.

2. Can vote by hand unless there is provision in A/A that prohibits this.

3. Has the right 2 speak in the meeting.

4. Can only vote by poll if stated .

5. Members that can't present can appoint not more than 2 proxies with specified proportion of shares represented by each proxy, failure to do so will invalidate the appointment.

Resolution

1. Ordinary resolution- requires 50%+1 vote

2. Special resolution- requires 75% majority

3. Circulative resolution- requires unanimous agreement by all members

4. Elective resolution- for private company to make election dispense with AGM. Procedures are the same with special resolution.