Service of notice - meetings and resolutions, Business Law and Ethics

Service of Notice:

Section 134 (a) provides that, unless the articles of the company make other provision in that behalf, notice of the meeting of a company shall be served on every member of the company in the manner in that notices are utilized to be served by Table A.  Where the company's articles provides, as S.134(a) does, that notice of the meeting shall be served on every member, a failure to give notice to a single member would render the meeting a nullity at common law: Re: West Canadian Collieries Ltd (90) in which Plowman, J. stated: "It is well settled that as regards a general meeting failure to give notice to a single person entitlted to receive notice renders the meeting a nullity".

The primary purpose of the common law rule appears to be to impose on the company's officers who are entrusted with the power of convening its meetings the obligation of acting fairly towards every member of company.  They must invite all the members to the meeting and not just those whom they believe are likely to support private property to be run according to their personal whims.

Although it might at first sight appear unfair to invalidate a meeting at which a majority of the company's members passed relevant resolutions, it should be borne in mind that those who attended the meeting  and voted might not, after all, have voted the way they did if the aggrieved member had been present and drawn their attention to some aspect of the matter which they did not advert to during their deliberations.  Needless to say, a single member can influence the entire general meeting without necessarily having to be a Mark Anthony.  And it is vital for the proper management of the company's affairs that no decision of its members should be adopted as its own, and implemented, unless there is some reasonable assurance that, as it were, 'no stone was left unturned' during the process of arriving at the particular decision.

Posted Date: 1/12/2013 5:31:48 AM | Location : United States







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