Lecture By: Cheah YS

Department of Law
Sunway University Business School

 General
Sharp v Dawes
At least 2 persons
present
Exceptions
Section 150
Court may order meeting of one
person if impracticable to call
for meeting
Section 147(6)
Wholly owned subsidiary

 Statutory Meeting
Section 142
- Applicable to public company
- To be held between 1 - 3 months from date of
Certificate of Entitlement To Commence
Business

 Annual General Meeting

First AGM
Section 143(1)
- Within 18 months of incorporation

Subsequent AGM
Sections 143(1) and 169(1)
- Once in every calendar year, and
- not more than 15 months after the last AGM and not
later than 6 months from end of financial year,
whichever is earlier.

 Extraordinary General Meeting

Section 144
- Any meeting which is not an AGM

 Where
Section 145A
- Within Malaysia
- May be held at more than 1 venue using
technology that allows all members a
reasonable opportunity to participate

General
Directors
Exceptions
Section 145(1)

Subject to Articles of Association which may

provide lower qualification
- any 2 members holding 10% of the issued share
capital
- 5% of members where company does not have share
capital

Section 143(4)(b)
For AGM, court on application of any member

 General
Directors
Exceptions
Section 144(1)
For EGM,
for company having share capital - members holding 10% of paid
up capital
for company not having share capital - 10% of total voting rights
Meeting to be held not later than 2 months after receipt of request
Directors to call for meeting within 21 days after request. If not, any
requisitionists who hold half of the voting rights of requisitionists
may call for EGM. All expenses to be reimbursed by company

General
Directors
Exceptions
Section 150
Court if impracticable to call meeting or
conduct meeting

 To whom?
All members
Smyth v Darley
Accidental Omission

Section 145(5)
Re West Canadian Collieries Ltd
Musselwhite v Musselwhite
How?
Article 108 (Table A)

Personally or prepaid post

 Time
Annual General Meeting

Public company - 21 days notice

Private company 14 days
Section 145(2A)
Extraordinary General Meeting

14 days notice
Section 145(2)

 Special resolution
21 days notice
Section 152(1)
Special Notice

28 days notice from the member to the

company
Section 153
Sections 128 - removal of director
Section 172(4) - removal of auditor

 AGM
Section 145(3)(a)
All members entitled to attend and vote
EGM
Section 145(3)(b)
Company with share capital - majority members
holding 95% of nominal value
Company with no share capital - majority members
holding 95% of voting rights

 Special resolution
Section 152(2)
Company with share capital - majority
members holding 95% of nominal value
Company with no share capital - majority
members holding 95% of voting rights

 A statutory right of member

Section 149(1)
Qualification of Proxy

Section 149(1)(b)
Subject to articles
Another member
Advocate
Approved company auditor
Person approved by CCM

 Section 149(1)(c) and (d)

Subject to articles
Two to represent separate proportions of
holdings
Powers of Proxy

Section 149(1)
Subject to articles
Attend
Speak
Vote on poll

 Present and vote provided proxy does not vote

Cousins v International Brick Co Ltd
Present and not vote. Right to vote given to proxy

Ansett v Butter Air Transport Co (No 2)

Termination of proxys appointment
Submit notice of termination to company before
meeting
Operation of law ie proxy's death / becomes
unsound mind
Transfer of shares

 Number
Section 147(1)
2 members personally present unless articles
provide otherwise
Article 47 (Table A)

Members including proxy and corporate

representative

 When?
Article 47 (Table A)
Re Hartley Baird Ltd
At the commencement of the general meeting
Article 83 (Table A)
BOD - Throughout the BOD meeting
Re London Flats
At least 2 members / proxy present throughout meeting. If
quorum is 2, quorum must be maintained throughout.

 Who?
Section 147(1)(b)
Unless the articles provide, any member
Article 49
Chairman of the BOD unless 15 minutes late
Rights

National Dwelling Society v Sykes

Conduct meeting
Article 53
Casting vote

Byng v London Life Association

Adjourn meeting

 Right to vote
Section 148(1)
Exceptions
Articles suspend right until member has paid
calls on shares

Articles suspend rights of preference

shareholders

 One member one vote

Proxy cannot vote unless articles permit

Vote on poll
Section 149(1)(a)
Unless the articles provide otherwise, proxy may
vote on poll

Article 54 (Table A)
Proxy may participate
One share one vote

Section 146(1)(a)
Statutory right to demand vote on poll except for election of chairman
Who may demand vote on poll?
Maximum requirement

Section 146(1)(b)
5 members who have voting power
member with 10% of voting power at meeting
member with 10% of paid up shares at meeting

Article 51 (Table A)

Chairman
3 members/proxies present
member with 10% of voting power at meeting
member with 10% of paid up shares at meeting

 Ordinary Resolution
14 days notice
Simple majority of members present and
voting
Special Resolution (section 152)
21 days notice
75% of members present and voting

 Ordinary Resolution
14 days notice
Simple majority of members present and
voting
Special Resolution (section 152)
21 days notice
75% of members present and voting

 Hybrid Resolution (section 129)

14 days notice
75% of members present and voting
Situations
Appointment of director above 70 years in a
private company that is a subsidiary of a public
company
Appointment of auditor to replace removed
auditor

Section 153
Member give 28 days notice to company
Company give 14 days notice to members
If meeting called earlier than 28 days after members' notice,
not void

Situations
Section 128
Removal of director
Section 172(4)
Removal of auditor

 Section 152A
Signed and approved by all members
Deemed passed at meeting held at the
registered office on the date it was signed
by the last member

 Lodgment with the ROC

Section 154(1)
Special resolution
Section 62(4)
Ordinary resolution to increase authorised
capital
Section 165
Annual return

 Minute book
Section 156

Minutes to be entered within 14 days