Proceedings at meetings - meetings and resolutions, Business Law and Ethics

Proceedings at Meetings:

(a)Each item of business comprised in the notice should be taken separately, discussed and put to the vote.  Members may propose ammendments to the resolutions.  The chairman should reject any amendment which is outside the limits set through the notice convening the meeting.  With ordinary business this rule may present no difficulty with special business, which has necessarily been described in details in the notice, there are only limited possibilities of amendment.  If the special business is an ordinary resolution it may be possible to amend it so as to reduce its effect to something less (provided that the change does not entirely alter its character) eg. an ordinary resolution authorising the directors to borrow 100,000 pounds might be amended to substitute a limit of 50,000 pounds (but not to increase it to 150,000 pounds as 100,000 pounds would have been stated in the notice).  It is not possible to pass a special resolution which differs in substance from the text set out in the notice.

                   Case:  RE MOORGATE MERCANTILE HOLDINGS (1980)

A special resolution set out in the notice provided for the total cancellation of a share premium account balance of 1,356,900.48 pounds since the assets which it represented had been lost ( form of reduction of share capital).  At the meeting the resolution was amended, for technical reasons, to reduce the balance to 321.17 pounds and it was passed in that form.

Posted Date: 1/12/2013 5:46:07 AM | Location : United States

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