Common law rule - meetings and resolutions, Business Law and Ethics

Common law rule - meetings and resolutions:

The common law rule applies irrespective of whether the failure to give notice of the meeting was deliberate or unintentional.  However, it is competent for the company's members to reflect on the matter and, if they deem it appropriate, amend the company's articles by incorporation, therein of a suitable provision.  For example, Table A, Article 51 provides that "the accidental omission to give notice of a meeting to.... any person allowed to receive notice shall not invalidate the proceedings at that meeting".  Conversely in a case of like it, notice of the meeting would be deemed to have been given despite an "accidental omission" to give the notice:  Re: West Canadian Caollieries Ltd(90) commenting on the apparent attempt of the article to validate "the proceedings at" the meeting rather than the meeting itself, Plowman, J. stated:

"It must, I think, be implicit.. that a meeting, the proceedings of which  are to be taken to be valid notwithstanding the omission to be deemed to have been duly convened for the purposes of the articles... in the absence of such an implication, there would be no meeting the proceedings of which would be validated by the articles".

In Musselwhite v C. H. Musselwhite & Son Ltd (91) it was explained that a deliberate failure to give notice of a meeting to a member on the mistaken grounds that the member was not entitled to the notice would not be regarded as an "accidental omission" within the relevant article, since it was a mistake of the law.  The meeting was therefore declared null and void.

Table A, Article 134 provides that notice of every general meeting shall be given to -

a) every member of the company except those members who (having no registered address within Kenya have not supplied to the company an address within Kenya for the giving of notices to them;

b) the personal representation or trustee in bankruptcy of a member who, but therefore his death or bankruptcy, would be entitled to obtain notice of the meeting, and

c) such the auditor just for the time being of the company.

Posted Date: 1/12/2013 5:33:23 AM | Location : United States

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