Requisites of valid meeting PDF

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Requisites of valid meeting...

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Requisites of valid meeting [Company Law] Meaning of Valid Meetings: Private meetings can be from the viewpoint of authenticity, classified into valid and invalid. Decisions taken at a valid meeting are binding on the members of the association or committee or sub-committee as the case may be whether present at the meeting or not or whether agree or disagree with the decisions. Actions have to be taken according to the decisions and the decisions can be imposed on the members. If the decision itself is wrong or unlawful and for that if there is any punishment on the decision-makers, they cannot escape the punishment. But a decision-making member, disagreeing with the majority may escape personal liability if he has recorded a note of dissent. Decisions taken at an invalid meeting are not binding even though a substantial majority or all the members have agreed with such decisions. For example, even if all the members of a company have ratified an act by the company which is not permitted by the object clause in the Memorandum of Association of the company, the act cannot be valid. A meeting can become invalid in different ways. The responsibility is primarsily of the secretary to see that a meeting becomes valid. Other members (even the directors of a company) depend upon him in this respect.

Requisites of a Valid Meeting: A meeting is valid provided all the requisites of a valid meeting are present. Broadly, the requisites are divided into three groups: (1) A meeting must be properly convened or called, (2) The meeting must be properly constituted and (3) A meeting shall be properly conducted. It has to be noted that the decisions shall be binding provided the meeting is valid and in addition the decision has been properly taken. A decision improperly taken at a valid meeting cannot be implemented. Further, minutes containing the decisions shall be prepared and confirmed otherwise it is difficult to enforce the decisions, if challenged.

(A) A Meeting must be Properly Convened or Called: A meeting is said to be properly convened or called when the following conditions are fulfilled: (1) A notice containing all the details required, has been sent to every person entitled to attend the meeting.

The details are: (a) The date, time and place of the meeting; (b) The agenda or the items to be discussed at the meeting in a serial order; (c) Date of the notice; (d) Signature of a competent person calling the meeting; (d) Additional information, if any (for example, explanatory notes to a special business required in a notice of annual general meeting of a company); (e) Any enclosure required to be sent (for example, a copy of final accounts together with the notice of annual general meeting).

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(2) The Notice is sent With in Proper Time: There are specific rules with regard to that proper time. For example, a notice for any members’ meeting of a company must be sent at least twenty-one days before the meeting. (3) The notice is sent to the recorded address of the person entitled to receive the notice. The notice may be sent by ordinary post. Under exceptional cases notice can be given over the telephone. The notice may be sent by a messenger.

(B) A Meeting must be Properly Constituted: A meeting shall be properly constituted or the gathering is valid and competent to take decisions if the following conditions are fulfilled: (1) The quorum or the required minimum number of persons must be present in person. The quorum shall preferably be continuously present. (2) There must be a Chairman who is duly elected at the meeting or already elected. He must be a person competent to be the Chairman.

(C) A Meeting shall be Properly Conducted: (1) The rules and regulations for conducting the meeting are followed. Those rules may be statutory, of the organisation, customary or conventional or a combination of them. (2) Notes shall be continuously and correctly taken (by the secretary) so that proceedings or minutes can be prepared for evidence. It shall be remembered that the secretary shall take notes on the proceedings, prepare the minutes on the basis of those notes and get the minutes confirmed by the Chairman subsequently. After that virtually a valid meeting is completed.

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