drafting minutes and resolutions from members and board meetings
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BASIC PRINCIPLES OF DRAFTING MINUTES & RESOLUTIONS(COMPANIES ACT, SINGAP0RE)
BENJAMIN ANG
http://techmusicartandlaw.blogspot.com
OBJECTIVES
Identify the documents to be prepared for convening members and directors meeting
Distinguish between matters at directors and members meeting
Draft documents required for convening members and directors meeting
Draft resolutions and minutes of meeting
WHY HAVE MEETINGS? A company is owned by its members/
shareholders Ultimate control of a company lies with its
members Members control the company
By voting at meetings and By appointing the company’s Board of DirectorsThe Board of Directors has its own meetings
At meetings, decisions are made by passing resolutions
WE NEED TO HAVE A MEETING
You are the Company Secretary of Spendz Big Buckz Pte Ltd
The Company wants to pass resolutions toSign a Tenancy Agreement with CashLand
MallsChange its name to Earnz Big Bucks Pte LtdIssue 100 shares to Mr. Kash Money for
$10,000 What do you need to do?
DIRECTORS’ MEETINGS / BOARD MEETINGS
WHAT TYPE OF MEETING IS NEEDED?
Directors / Board Meeting Members / General Meeting
Purchase or disposal of substantial property or assets of company
Company is required to incur substantial liability
Tenancy agreement Bank account Loan facility
Issuing of shares Amending the
Memorandum and Articles of Association
Reducing the share capital of the company
Changing the name of the company
Liquidating the company
OTHER TYPES OF MEETINGS
Annual General Meeting Statutory Meeting
Compulsory: Every calendar year and not more than 15 months after the last AGM – Section 175(1)
A private company may, by unanimous resolution passed at a general meeting, dispense with the holding of AGM – s175A
Compulsory for every public company limited by shares
Not less than one month and not more than three months after commencing business – Section 174 (1)
One time only
Discussion
What kind of meeting(s) does the Company need to have in order to:Sign a Tenancy Agreement with CashLand
MallsChange its name to Earnz Big Bucks Pte LtdSell 80% of its assets to another company,
Little Buckz Pte Ltd
WHAT DOCUMENTS ARE NEEDED?
DOCUMENTS FOR BOARD MEETINGS The articles do not
usually provide any form or period of notice for directors’ meetings.
It depends on the usual practice of a company
You should ensure that all those attending are aware that the occasion is a directors’ meeting
Otherwise the decisions may not be valid
DOCUMENTS FOR MEMBERS’ MEETINGS
AGM EGM
Notice of AGM with proposed resolutions
Proxy forms Internal documents
Previous minutes Profit & loss Balance sheet Consolidated accounts
Notice of EGM with proposed resolutions
Proxy Forms Any relevant attachments
NOTICE: What it must contain All members must be given written notice
of meetings The notice must contain sufficient
information to enable a member to decide whether or not to attend.
A member who is absent from the meeting is bound by the resolutions passed at the meeting except where a material fact was not
disclosed in the notice.
NOTICE: When it must be given
Private Company
Public Company
Notice of meetings to pass
ordinary resolutions
Not less than 14 days
Not less than 14 days
Notice of meetings to pass
special resolutions
Not less than 14 days
Not less than 21 days
A Special Resolution can be passed with short notice if it is agreed by not less than 95% majority of the members who have the right to vote – Section 184(2) Companies Act
NOTICE – What happens if it’s done wrong Any irregularity, including a defect in the
notice,does not automatically invalidate a proceeding unless the High Court is of the view that
substantial injustice has been caused – Section 392(2)
Any member can apply to court to declare the meeting null and void – Section 392 (3)
Where a member is not served with a notice, the Court would be more inclined to declare the proceedings void
QUORUM – Why Proxy is needed
In order for a general meeting to be valid, there must at least be 2 members present – Section 179(1)(a) Companies Act
For companies with only one member, that member constitutes a quorum and can pass a resolution - Section 184G Companies Act
Members unable to attend meetings personally can appoint a proxy (agent) to attend and vote on their behalf - Section 181(1) Companies Act
PROXIES – How they work Proxies need not be members; one person may be
proxy of more than one member If no proxy forms are lodged, then the proxy cannot
attend and vote A member may wish to state on the proxy form the
manner in which he would like his vote to be exercised.
If a member wishes to retain the option of changing his instructions to his proxy, he should not specify in the proxy form which way the proxy was to vote. However, by doing so, he takes the risk - Tong Keng Meng v Inno-Pacific Holdings Ltd
TIME TO DRAFT THE NOTICE
REFER TO THE PRECEDENTS
DRAFT minutes of meeting
WHY DO WE NEED MINUTES? Minutes are the records of the proceedings
of a meeting Every company must cause minutes of all
proceedings of general meetings and of meetings of its directors and of its managers (if any) to be entered in books kept for that purpose (s 188(1)(a))
They must be signed by the chairman of the meeting at which the proceedings were held or by the chairman of the next meeting
HOW TO TAKE EFFECTIVE MINUTES Agenda Templates Tools Focus
AGENDA
How to do itContact chairman or participants before the
meetingAsk them what they want to discuss
BenefitsEnsures that all business is coveredPrevents members, board members, and
participants from wasting timeKeeps meeting length to a reasonable timeHelps you prepare the Template
TEMPLATE
Attendance sheet Seating Plan Standard Template
Time and dateReports of Officers
DirectorsOngoing projects Agenda Items
New proposals / Announcements
Old BusinessNew BusinessFollow up required
(and by who)Date of next meeting
TOOLS
Laptop / Tablet Voice recorder – but don’t rely on it Power supply / batteries Pen and paper – important backup
FOCUS
Summarize the main point of each topic discussion
BUT copy motions, amendments and other items to be voted on word for word
Use short forms (that you can remember) Write the name of any person making a
motion Ask for clarification, don’t get it wrong Sit as close as possible to the chair of the
meeting (in case you need to ask)
FOCUS Write things as they happen, do not try to group
topics together Record the actions that are performed during the
meeting After discussion, write down any agreed-upon next
steps or decisions recommended actionsdate dueresponsible persons or department
Record the number of votes for a resolutionOrdinary: More than 50%Special: More than 75%
AFTER THE MEETING
Transcribe immediately, while the experience is fresh
Compare your first draft of the minutes with your audio recording
Circulate the draft to all board members to ensure there are no miscommunications
TIME TO TAKE MINUTES
We will now have a Board Meeting to decide on whether or not to Sign the Tenancy Agreement with CashLand
MallsIssue the shares to Mr. Kash Money
Use the sample templates given
Draft resolutions
Drafting Effective Resolutions Check if they require shareholder approval Principle: anybody referring it later date will
know clearly what the decision was at the meeting without referring to any other document.
Be thorough and detailedIssuing shares? State how many, when, to
whomAuthorizing contracts? List them all
State type of meeting (Board or General) State type of resolution (Ordinary, Special,
Simple Majority).
Drafting Effective Resolutions Refer to Articles, Rules, Act if needed Refer to documents where needed e.g.
letter of appointment State if resolutions are subject to
approval of authorities State when resolutions take effect Keep to one subject matter per
resolution.
TIME TO DRAFT RESOLUTIONS
Draft a resolution to sign a 2 year tenancy agreement with CashLand Malls for a commercial unit of 1,000 square feet, at the rate of $10 per square foot
Draft a resolution to issue 100 shares to Mr. Kash Money for $10,000
Refer to the samples
What did you learn today?
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