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LW5962 LAW RELATING TO COMPANIES &

BUSINESS

SEMINAR 7(B):
COMPANY MEETINGS AND COMPANY SECRETARY
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Board Meetings
• BMs are usu convened by a dir or by the secretary on the
instruction of a dir.
• If the arts so provide, dirs may attend BMs by electronic
means, eg telephone or video-conferencing.
• Notice: the period of notice is usu set out in the arts. The
agenda is usu incorporated into the notice. May meet anytime
(reg 7 Model Articles for Public Companies).
• Shorter Notice: possible to waive notice requirement (see
reg 7 Model Articles)
• Quorum & Chairman: Usu set out in the arts. Quorum is two
(reg 9, Model Articles)
• Resolution by majority. Chairman’s casting vote (reg 13,
Model Arts)
• Minutes: Must be prepared and signed by the chairman, or by
the chairman of the subsequent meeting.
• Written resolution: if the arts provide, dirs may pass a
resolution in writing. No of dirs required to sign depends on
the arts. Signed by all directors (reg 18, Model Arts)
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General Meetings
1. Annual General Meeting (AGM)
• One general meeting in each calendar year.
• 1st AGM should be held within 18 months after its incrpn,
but otherwise no more than 15 mons may elapse between
the date of one AGM and the next (ss 576, 610, 612)
• AGM will be held at the time and place decided by the
directors.
• Failure to hold AGM—on member application, the court
may call or direct the calling of a GM and give such other
directions as it thinks expedient. (ss 576, 610, 612)
• Businesses—sh/ers may question the directors,
particularly on the accounts and reports.
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General Meetings
2. Extraordinary General Meeting (EGM)
• All GMs other than the AGM are called extraordinary
general meeting (EGMs)
• An EGM may be convened at the request of directors,
shareholders, auditors, liquidators, the official receiver, or
by the court.
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Ordinary Resolutions
1. Ordinary Resolutions (OR)
• Defined under section 563 of the NCO: notice must be
given of the intention to pass such a resolution.
• The voting is by a simple majority of those members
present and entitled to vote.
• No need to register, except in situations listed in s622
must be registered within 15 days. Ex. Requiring a co to
be wound up voluntarily, passed under s 228(1)(a) of
Companies (Winding-up and Miscellaneous Provisions)
Ordinance.
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Special Resolutions
2. Special Resolutions (SR)
• Passed by a majority of not less than three-quarters
(75%) of such members as are entitled to, and do, vote in
person, or by proxy, at a GM of which not less than 21
days’ notice specifying the intention to propose the
resolution has been duly given.
• s 562 (general provision), s 564
• If notice of a meeting fails to specify that a proposed
resolution is a SR, the notice will be regarded as defective
and the resolution will not be binding.
• SRs must be registered with the Registrar (s 622). A copy
of the resolution must be sent within 15 days of its being
passed.
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Written Resolutions
3. Written Resolutions (WR)
If a resolution is signed by, or on behalf of, all members
who would be entitled to attend and vote at GMs or class
meetings of the co, it is regarded as a resolution duly
passed. That means the decision must be unanimous
(100%). The date of the resolution will be the date on
which it is signed by the last member to sign (ss 548, 556,
618, 621)
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Minutes
4. Minutes of General Meetings
• Every co must keep a record of all written resolutions
agreed to in accordance with and keep minutes of all
proceedings at GMs. The minutes must be signed by the
chairman of the relevant meeting or by the chairman of
the following meeting, and are evidence of the
proceedings (s 119(2)).
• The minutes book must be kept at the co’s registered
office but if it is kept at some other office in HK, the co has
to send a notice to the Registrar of the place where the
minutes book is kept.
• Members have the right to inspect the minutes with
charge.
• ss 481, 482, 618, 619 and 621.
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Company secretary
• Chief administrative office of the company, with
power to bind the company in matters dealing
with administration.
• Appointment must be made in accordance with
the articles.
• First secretary must be named in the articles.
• Most articles permit the board to appoint the
secretary and fix his remuneration.
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Duties of a Company Secretary

• Owes fiduciary duties and a duty of care to the co.
• Specific duties will depend on the arrangements by
the co.
• Present at all board meetings and general meetings. Make
proper minutes of the proceedings.
• Issue notices to members and other persons under the
direction of the board.
• Countersign every document to which the seal of the co is
affixed.
• Deal with share and debenture transfers and keep the books
of the co. Deliver documents and make the necessary
returns to the Registrar.