Who can call

meeting?

Who can convene a General Meeting / Extraordinary General Meeting?

Board in accordance with companys articles
[s 177 CA] 2 or more members holding not less than 1/10 of companys issued share
capital may call meeting
[s 176 CA]Member who holds not less than 10% of paid-up capital of co can also
requisition directors to call a general meeting. If directors do not convene meeting
within 21 days after requisition, requisitionists may convene meeting themselves.
1)Any reasonable expenses incurred by requisitionists in calling the meeting are to be paid by
company.
2) Can a meeting be requisitioned for a purpose beyond the powers of the general meeting ?
Credit Development Pte Ltd v IMO Pte Ltd.
Meeting ordered by court
-If it is impracticable for the co itself to call or conduct a meeting, court may order a meeting
to be held and may make such orders as are necessary to provide for its conduct : [s 182 CA]
-Whether as a practicable matter the meeting can be conducted?

Notice
Requirements

To whom and when must the notice be given

-Every member [s180(1) CA)]and auditor [s207(8) CA].
-Length of notice:
(i) ordinary resolution - 14 days notice [s177(2) CA);
(ii) special resolution - 14 days notice (Pte Co.)/21 days notice (Public Co.) [s184 CA].
Note : Shorter notice period possible with consent of at least 95% of companys voting shares
(s177(3)(a) and 184(2)).
Special notice [s185 CA]
Members who wish to propose a resolution at a meeting have to give special notice of that
resolution to the company if resolution concerns :
i.
Removal of a director of a public company under s 152 CA ;
ii.
Removal of the companys auditors before their term of office expires.

Members who are proposing resolution must give notice to the company at least 28
days before the meeting at which the resolution is to be moved.
How to give notice
-Usually prescribed in articles.
- Art 108 Table A provides for notice to be given by handing it to member personally or
sending it to his registered address or address he has supplied to company for giving of notice.
-[S387A CA]Company may serve notice and documents by using electronic communications or
if there is prior agreement, by placing the text on a website .
What Notice to give

Notices may be accompanied by circulars or statements setting out proposed business

of meeting. In the case of listed co, required by SGX.

Text of resolution usually set out.

Members may requisition under [s 183 CA] for the circulation of their resolution (at
their own expense). But member must hold at least 5% of total voting rights or there
must be at least 100 members holding shares on which there has been paid up an
average sum, per member, of not less than $500.

Must contain sufficient information to enable a prudent member to decide whether or

not he will attend meeting. (note : no legal requirement in CA that explanatory circular
be sent out)

In public company where voting is done mostly be proxy, an explanatory circular is

necessary. Circular must be clear and give information reasonably necessary to enable
recipients to determine how to vote.

[s 181(2) CA]In notices calling meetings of a company, there must be a statement of

a members right to appoint a proxy to attend and vote on his behalf

Quorum
Requirements

One-member
company

Articles will specify quorum for meeting.

[s 179(1)(a) CA] If articles do not provide, 2 members personally present constitute
quorum.

Quorum need only be present at commencement of meeting and not throughout.

[s 392 CA]Lack of quorum does not invalidate meeting unless court of view that
substantial injustice has been caused.
General rule is that there must be at least 2 members personally present to constitute a
meeting.
-But articles may provide that one member may constitute a meeting or where shares of a
particular class are held by single member.
-[S 184G CA] enables one member companies to pass a resolution by the member recording
the resolution and signing the record.

Voting

-Who gets to vote determined by articles.

General rule and [s180(1) CA]: all members are entitled to vote.
-Number of votes per member is fixed by articles.
Voting can be conducted
-By hand (by default): Each members has only one vote
-By poll: Members cast votes attached to shares they own.

-Articles
-Article
1)
2)
3)

Voting- Proxy

set out conditions under which a poll may be demanded.

51 Table A provides that a poll may be demanded by :
The chairman
At least 3 members present in person or by proxy ;
Member or members present in person or by proxy holding at least 10% of total voting
rights of all the members having the right to vote at the meeting ;
4) Member or members holding voting shares on which are paid up in total not less than
10% of total amount paid up on all the shares conferring the right to vote at the
meeting
-[s181(1)] Member has right to appoint proxy who need not be member of company.
-Can person be proxy of more than one member?
-[s181(1)(a)] In the absence of contrary provision in article, a proxy may vote only on a poll.
-[s178(2)] A proxy may demand a poll.
-[s181(5)] Two-way proxies required.
-Usual for company to require proxy forms to be deposited a certain time before meeting.
Provision which requires forms to be deposited >48hrs before meeting is void [s178 (1)(c)].
Note Art 61 Table A.
-If member turns up at meeting and votes, company must accept his vote and reject that of
proxy.
3 possibilities when proxy casts his votes :
(i) abstains from voting
(ii) votes in accordance with instructions
(iii) votes contrary to instructions.
Tong Keng Meng v Inno-Pacific Holdings Ltd
If proxy does not cast votes, instructions in proxy form has no effect on resolution.
If proxy casts votes in accordance with instructions, votes are valid.
If proxy cast votes contrary to instructions, votes are considered as spoilt votes.

Appointment
of Chairperson

Articles may provide for appointment of chairperson. In absence of provision, any member
elected by members present at meeting may be chairperson. Chairperson is to ensure meeting
properly run and order maintained.
-Chairperson has no automatic casting vote.
-If he is to have casting vote, article must specifically state so. Note : Art 53 Table A
-Articles usually require consent of meeting to adjournment.

Types of
resolutions

Ordinary and Special Resolutions

CA provides for 2 types of resolutions: Ordinary and Special. Unless CA specifies that special
resolution is needed, an ordinary resolution will suffice.

Ordinary resolution passed by simple majority of votes cast by those present and
voting.

Special resolution passed by majority of votes cast by those present and voting.
Majority is determined by counting votes for and against resolution. Abstentions are not
counted.
Written Resolution [s184A-F CA]
Except resolution to dispense with AGM and resolution where special notice is required, private
company may pass resolutions by written means. For written resolution, voting is done by
notifying company

For special resolution, written resolution is passed if 75% majority.

For ordinary resolution, written resolution is passed if >50% majority. Or other

thresholds may be provided in articles.
Majority counted by reference to total voting rights of all members who at that date would
have right to vote at a general meeting.
-Holders of 5% of voting rights may give notice to directors requiring that general meeting be
convened instead of proceeding with written resolution.