Requisites of a Valid Meeting

Understanding the requisites of a valid meeting is paramount for ensuring legal and procedural integrity.

This article delves into the requisites that render a meeting legally binding, exploring the significance of proper authority, notice adherence, quorum maintenance and the role of agendas.

Requisites of a Valid Meeting in Companies Act, 2013

For a meeting’s outcomes to be valid and legally binding, the meeting itself must meet certain criteria. A meeting is considered valid if:

Proper Authority to Convene Meeting

A meeting must be called by the appropriate authority for it to be valid. In the case of general meetings in a company, the Board of Directors is the proper authority. The decision to convene a general meeting and issue notices must be made through a resolution passed during a valid Board meeting.

Notice of Meetings

To be valid, a meeting must be convened with proper notice issued by the correct authority. The notice should be drafted in accordance with the Act and rules and it must be served to all members entitled to attend and vote.

General meetings require at least 21 days’ notice for all members, though a shorter notice for an Annual General Meeting is acceptable if all members entitled to vote provide consent. The notice should specify the place, date and hour of the meeting, along with a statement of the business to be transacted.

Quorum of Meetings

Quorum, the minimum number of members required at a meeting, is crucial. Any business conducted without a quorum is invalid. Quorum requirements are typically outlined in a company’s Articles of Association.

If absent, the Companies Act, 2013, provides quorum rules. For general meetings, the quorum is determined by the number of members present based on the company’s size.

Chairman of a Meeting

The “Chairman” is the person designated or elected to preside over and conduct the meeting’s proceedings. The Chairman holds the chief authority in controlling and directing the meeting.

Business Transactions and Minutes

To maintain validity, the business must be transacted properly at the meeting. Additionally, proper minutes of the meeting must be prepared in accordance with Sections 118 and 119 of the Companies Act, 2013.

Agenda of Meetings

The term ‘agenda’ means ‘things to be done,’ outlining the program of business for a meeting. An agenda is crucial for the organised and systematic transaction of meeting business in the proper order of importance. Organisations typically send the agenda along with the meeting notice to all members. Business should be conducted following the agenda’s order, with any variations requiring the meeting’s consent.

Minutes

Minutes of a meeting provide a fair and accurate summary of the meeting proceedings. They must be prepared and signed within 30 days of the meeting’s conclusion. Minute books should be kept at the company’s registered office or another approved location determined by the board.

Proxy

The term ‘proxy’ refers to a person nominated by a shareholder to represent them at a company’s general meeting. It also denotes the instrument through which this nominee is named and authorised to attend the meeting.

Rules for the Conduct of Company Meetings

Specific Rules for Conducting Meetings:

Board Meeting Agenda

The Secretary to the Board prepares the agenda for Board meetings, which is then approved in advance by the Executive Committee.

Committee Executive Officer

An administration officer, designated by the President, serves as the executive officer for each Committee. This officer assists the Committee Chair in establishing and executing the Committee’s annual work plan.

Committee Meeting Agenda

The Secretary to the Board, in consultation with the Committee chair and the assigned executive officer, prepares the agenda for Committee meetings. Business discussions during Board and Committee meetings are typically confined to the agenda. Any motion to add new agenda items is non-debatable and must be requested by the Chair at the beginning of the meeting.

Meeting Formats

Board or Committee meetings may occur in person or electronically. In-person meetings allow members to participate in person, by teleconference or via video conference. Electronic meetings permit participation through various communication facilities that enable simultaneous interaction. Proxies are not allowed at any Board or Committee meeting.

Quorum Requirements

The quorum for Board meetings is outlined in the bylaws. Committee meetings require a quorum of 50% of the Committee members plus one, unless specified otherwise in the Contracting Documents.

Meeting Sessions

Board meetings are divided into open and closed sessions, as detailed in Part III of the Procedures. Committee meetings are conducted in-camera, with attendance limited to specific individuals, including Committee members, the University Secretary, the Secretary of the Board, Vice-Presidents, the executive officer responsible for the Committee’s operations and others invited by the Committee Chair.

Confidentiality

Information from Board and Committee materials, discussions and closed sessions is strictly confidential until either distributed for the open session or released by the University. Adhering to this practice is a requirement for Board membership.

Conclusion

The requisites of a valid meeting serve as the bedrock of effective governance and decision-making within organisations. From the meticulous planning of agendas to the adherence to quorum requirements, each element plays a crucial role in upholding the legality and legitimacy of meetings.

The diligence in following these guidelines ensures that business transactions are not only valid but also conducted with transparency and accountability.