The following is an intermediate form:

"For the purpose of considering and if thought fit, passing the subjoined resolution either with or without any modifications."

The mode in which the notice is framed materially affects the competence of the meeting; e.g., in case (a), the meeting could increase the capital to such extent and in such manner as was thought fit, and accordingly the motion for increase might be amended and passed in any form. So, too, in case (b), any person might be elected auditor; and in case (c), the contract could be modified. But where the notice is framed as in cases (c) and (d), no amendment can be moved: the resolution must be affirmed or negatived.

Those who convene the meeting will determine which form should be adopted. In many cases a specific resolution, as in (c) and (d), is preferred by directors, in order that the shareholders may be obliged either to accept or reject their policy. However, it is sometimes desired to leave room for amendment, and in such case the notice will be framed in more general terms.

PROCEDURE AT GENERAL MEETINGS.

The regulations generally state that the chairman (if any) of the board of directors is to take the chair at every general meeting, whether ordinary or extraordinary. In certain events the regulations commonly leave the selection of the chairman to the shareholders present thereat.

At the time appointed for the meeting, the person (if any) who is entitled according to the regulations to preside should at once take the chair. If there is no such person present, the members, after the lapse of a proper interval fixed by the regulations, should elect a chairman. This will be effected by passing a resolution, duly proposed and seconded, "That Mr. be appointed chairman of this meeting." Some leading shareholder will propose this.

The chairman, having taken the chair, will ascertain that a proper quorum of members is present. This depends on the regulations. Sometimes a specified number forms a quorum, and sometimes a specified number hold

ing a certain amount of the capital. Very commonly the quorum for an ordinary meeting is different from that of an extraordinary meeting.

If there is not a quorum present within the time fixed by the regulations, the meeting must be dissolved or adjourned, according as may be provided by the regulations. If, however, it appears that a proper quorum is present, the chairman will call on the secretary to read the notice convening the meeting. This having been done, the secretary, according to the practice of some companies, will be required to read the minutes of the last general meeting; and the chairman will then say, "Gentlemen, with your approval, I propose to sign these minutes as correctly entered." Upon this, debate may arise, but no discussion of the policy of the proceedings recorded in the minutes so read should be permitted: the only question should be whether they are a correct record of what passed, and the chairman should keep the discussion to the point. The minutes, if found correct, or when corrected, will be signed by the chairman. The object of signing is to make their evidence admissible in a court of law. See section 67 of the Act of 1862.

After these preliminaries, the meeting will proceed to transact the business for which it was convened.

At an ordinary meeting the first step will be for the chairman to refer to the directors' report, which will probably be taken as read, and make a speech in relation thereto, concluding with a motion, "That the report be adopted." This having been seconded, the chairman will put the question to the meeting as follows:

The question is, "That the report be adopted." This is the stage for discussion, and members will probably rise and speak in support of or opposition to the motion. The chairman should name those who rise to address the meeting.

When the discussion has subsided, the chairman will rise and reply to any criticisms which have been made, and to any relevant questions that have been asked, and will in conclusion finally put the question thus: "The question is, that the report be adopted. Those who are in favour of the motion hold up one hand. . . . . . 30, and the contrary ....10. I declare this motion carried”

[or negatived].

The regulations very commonly provide that every

motion shall be decided in the first instance by a show of hands, and where this is the case a show of hands must be taken; but if there is no such provision, the chairman may, if he thinks fit, take the sense of the meeting by calling on those in favour of the motion to say "Ay," and on those who are against the motion to say "No," and declare the result accordingly.

Though it is not uncommon to declare the number of hands in favour of or against a motion, the chairman is not bound to make such declaration.

The chairman having declared the result, a poll may be demanded in accordance with the regulations. As to polls, see further, infra, p. 44.

A poll may either be taken at once or at some future day, and the regulations generally vest in the chairman the right to determine when it shall be taken.

Generally speaking it is more convenient to take the poll at once, but there may be cases in which an adjournment is desirable, e.g., where it will require many hours to take the poll.

The poll having been taken, the chairman will state the result, and will declare the fate of the motion accordingly.

and

at

When a poll has been granted and the chairman has fixed some future period for taking it, e.g., "Monday next, theth instant, between the hours of the registered office of the company," or "here, so soon as the other business of the meeting shall have been transacted," there is no objection to the meeting transacting in the meantime any other business which it is competent to transact. If there be none such, the meeting will probably be adjourned till after the taking of the poll. If the poll is to be taken at a future day, the meeting will be adjourned to a subsequent day, if it is to be taken at once or after the transaction of the other business, the meeting will be adjourned for a few hours, or for such period as will give time to take the poll. Where the company is a small one, the taking of the poll may be effected in a very short space of time, and in such case no adjournment is necessary.

If the meeting is adjourned to hear the result of the poll, the chairman will, at the adjourned meeting, state the result, and declare that the motion has been carried or negatived accordingly.

As to amendments, see infra, p. 43.

After adopting or rejecting the directors' report, an ordinary meeting usually proceeds to the declaration of a dividend in accordance with the recommendation of the directors. See infra, p. 55. And afterwards, elects or re-elects directors and other officers, and transacts any other business which it is competent to transact.

A general meeting usually closes with a vote of thanks to the chairman, and if the company has been prosperous, with similar votes in favour of divers other persons connected with it, e.g., the manager, the secretary, the

agents, &c.

The procedure at an extraordinary or special general meeting, is much the same as that at an ordinary meeting. After the chair has been taken, the notice read, and the minutes of the last meeting signed, the chairman usually explains the circumstances which have led the directors to convene the meeting, and concludes with a motion; e.g.: That the directors be authorised to borrow, on behalf of the company, the sum of £10,000; or

That the capital of the company be increased to £ the creation of

new shares of £

each

; or

by That the contract dated &c., and read to this meeting be approved, and that the directors be authorised to carry the same into effect.

It should be seen that the motion comes within the terms of the notice. The motion having been seconded, the chairman will put it to the meeting, and the subsequent proceedings will be similar to those above detailed.

Where a meeting has been called pursuant to a requisition of shareholders, one of the requisitionists will move the resolution.

If at a general meeting the chairman perceives that the time of the meeting is being wasted by a cantankerous shareholder, and that the meeting wants to vote, he may move or get some one else to move: "That the question be now put," and if this is decided in the affirmative, will act accordingly.

A chairman should rule a meeting fairly and firmly. He should bear in mind that if the majority of the members of the company are with him, a minority will not be able to defeat his policy merely because some slight irregularities have occurred at a meeting. See further infra, p. 52.

AMENDMENTS.

When a motion has been moved, seconded, and put by the chairman to the meeting, any member is at liberty to move an amendment thereto, unless the business is special, and the notice convening the meeting has been so framed as not to allow any amendment of the original motion. See supra, p. 39.

In any case the amendment must keep within the notice; e.g., at a meeting convened "to increase the capital, &c.," it would not be competent to a member to move as an amendment:

"That instead of increasing the capital the directors be authorised to borrow £5,000 for the purposes of the company."

The chairman should decline to put such a motion.

Whether a particular amendment is admissible or not, is in some cases a very nice question, and one upon which the solicitor should be consulted.

If an admissible amendment is duly moved and seconded, the debate on the original motion, and the amendment will proceed concurrently, some members supporting one, and some the other. The debate having concluded, the chairman will put the amendment to the meeting thus:

"The original motion was, That, &c. To this an amendment has been moved, That, &c. Those who are in favour of the amendment hold up one hand. Those who are against the amendment hold up one hand. negatived."

The amendment is

If the decision of the chairman is disputed, a poll may be demanded. See supra, p. 39, and infra, p. 44.

This is the mode of dealing with an amendment commonly adopted at company meetings. It is less scientific than the parliamentary course, and is open to various objections, but in practice it appears to work well enough. In effect, it treats the so-called amendment as a substantive motion, proposed to the meeting for adoption, instead of the original motion.

A better system might be desirable, but for the fact that amendments are not very commonly moved at company meetings.

The chairman should not permit the discussion of an amendment which cannot properly be put to the meeting,