Ordinary meetings, in the case of companies limited by shares, are now the annual meetings, and are regulated mainly by clauses 45 to 67 of Table A. A meeting is bound to be held at such time and place as may be prescribed by the company, but not more than fifteen months after the holding of the last preceding general meeting, at a place deter mined upon by the directors. Usually the place and time of these meetings is prescribed in the articles of association of the company, as also are the details of procedure and the conditions of voting. In the absence of such a special provision, however, the regulations in Table A apply, and of these we will set out the substance of the niore important. Proceedinge.—Seven days' notice at the least must be given, and this notice should specify the place, the day, and the hour of meeting ; in the case of special business it must describe its general nature. But the non-receipt of the notice by member will not invalidate the proceedings. All business is special that is transacted at an EXTRAORDINARY MEETING (q.v.), and all that is transacted at an ordinary meeting, with the exception of sanctioning a dividend and the consideration of the accounts, balance-sheets, and the ordinary report of the directors. There should be a quorum of members present at the time when the meeting proceeds to business, otherwise no business can be transacted except the declaration of a dividend. The following is the manner in which a quorum is ascertained. If the persons who have taken shares in the company at the time of the meeting do not exceed ten in number, the quorum will be five ; if they exceed ten, there will be added to the above quorum one for every five additional members up to fifty, and one for every ten additional members after fifty, with this limita tion, that no quorum can in any case exceed twenty. If within an hour from the time appointed for the meeting it should be dissolved if a quorum is not present, and it has been convened upon the requisition of shareholders. In any other case, in the absence of a quorum, the meeting stands adjourned to the same day in the next week, at the same place and hour ; and if at the adjourned meeting a quorum is not present, it must be adjourned sine die. The chairman (if any) of the board of directors presides as chairman at every general meeting. If there is no such chairman, or if at any meeting he is not present within fifteen minutes after the time appointed for holding the meeting, the shareholders present choose one of their number to be the chair man. Adjourn/neut.—The chairman, with the consent of the meeting, may adjourn any meeting from time to time and from place to place, but no business can be transacted at an adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place. At a general meeting, unless a poll is demanded by at least five members, a declaration by the chairman that a resolution has been carried, and an entry to that effect in the book of proceedings of the company, mill be sufficient evidence of the fact, without proof of the number or proportion of the votes recorded in favour of or against the resolution. If a poll is demanded by five or more members, it must be taken in the manner directed by the chairman, and the result of the poll is deemed to be the resolution of the company in general meeting. Votes.—In the case of an equality of votes at any general meeting, the chairman is entitled to a second or casting vote. A poll demanded on the election of a chairman or on a question of adjournment must be taken at once. On any other question the poll is taken as directed by the chairman. Every shareholder has one vote for each share of which he is a holder. But this regulation of voting pos er is very usually the subject of special provision in the articles of associa tion. If a member is a lunatic or an idiot he may vote by his committee, curator bonis, or other legal curator. If one or more persons are jointly entitled to a share or shares, the member whose name stands first in the register of members as one of the holders of the share or shares, and no other, is entitled to vote in respect of the same. No member is entitled to
vote at a general meeting unless all calls due from him have been paid, and no member is entitled to vote in respect of any share that he has acquired by transfer at any meeting held after the expiration of three mouths from the registration of the company, unless he has been possessed of the share in respect of which he claims to vote for at least three months previ ously to the time of holding the meeting at which he proposes to vote. Proxies.—Votes may be given either personally or by proxy. The instru ment appointing a proxy must be in writing, under the hand of the appointor, or if such appointor is a corporation, under their common seal, and must be attested by one or more witnesses ; no person can be appointed a proxy who is not a shareholder in the company. The instrument appointing a proxy is required to be deposited at the registered office of the company not less than seventy-two hours before the time for holding the meeting at which the person named in the instrument proposes to vote. No instrument appoint ing a proxy is valid after the expiration of twelve months from the date of its execution. The forin of the instrument should be as follows :— Company, Limited.
, of , in the county of , being a member of the Company, Limited, hereby appoint , of , as my proxy, to vote for me and on my behalf at the [ordinary or extraordinary, as the case may be] general meeting of the company to be held on the day of and at any adjournment thereof.
As witness my hand, this day of Signed by the said in the presence of An instrument of proxy requires a penny stamp if made for use at a single meeting only. An adhesive stamp is sufficient, but it should be cancelled by the person by whom the instrument is executed. A penalty of R50 is incurred by making or executing an unstamped proxy instrument, and by voting or attempting to vote thereunder ; and a vote under an improperly stamped instrument is invalid. If the proxy is for use at several meetings the stamp should be 10s.; but the mere fact of there being more than one person named in the instrument will not affect the rate of stanip duty to which it is liable.
Directors' to any special regulations contained in the articles of association, the general rule, according to Table A, is that directors may meet together for the despatch of business, adjourn and other wise regulate their meetings as they think fit, and deterniine the quorum necessary for the transaction of business. All questions which may arise at a meeting must be determined by a majority of votes : in case of an equality of votes the chairman has a second or casting vote. A director may at any time suinmon a meeting of the directors. The directors can elect a chairman of their meetings, and determine the period for which he is to hold office ; but if no such chairman is elected, or if at any meeting the chairman is not present at the time appointed for holdina it, the directors present must choose one of their number to be chairman ofhthat meeting. The directors may delegate any of their powers to committees consisting of any member or members of their body they think fit. Any such committee, in the exercise of the powers delegated to it, must conform to any regulations imposed on it by the directors. The proceedings at meetings of a committee are on the same lines as those at directors' meetings. All acts done by a meeting of the directors, or of a committee, or by any one acting as a director, have a full and complete validity. And this is so even if it is afterwards discovered that there was some defect in the appointment of such directors or persons so acting, or that they or any of them were disqualified. As to the meetings of contributories and creditors see LIQUIDATION.