1. ADMINISTRATION OF MEMBER’S GENERAL MEETINGS (GMs)
ICPSK SEMINAR
12TH JULY 2017
AT PANAFRIC HOTEL

2. Types of GMs; Statutory Meetings
Applicable to public companies limited by shares
Happens once in the company’s lifetime.
Must be held within 1-6 months of the company’s incorporation.
The meeting is to inform members, as per the law, the shares taken up, money received and whether the minimum was met , contracts entered into, etc.
Members must be presented with a statutory report.

3. Types of GMs… cont; Extraordinary General Meetings
This is any other GM other than an AGM, statutory meeting or an adjournment thereof.
Usually convened by the Board of Directors to discuss urgent matters that may not wait till the next AGM.
May also be requisitioned by minimum number of members or holders of certain minimum shareholding as specified in the Articles of Association.
Each business item discussed is special business and an explanatory statement is sent together with the notice.

4. Types of GMs… cont; Annual General Meetings
Held annually as the name suggests.
The first GM after incorporation to be held within 18 months.
The Board convention is the usual method of calling the GM. However, it can also be convened through members requisition, the court or by the registrar.

5. Convention of GMs;
Circulation of notice: Notice may be circulated through post, by hand delivery, by print media (newspapers) and by electronic media ( , website).
Length of notice: A 21 days clear notice should be circulated to all members. The notice will normally contain the agenda and state the meetings date/day, the venue and the time.

6. Main Players; Chairman: The leader and director of the meeting.
Directors: They may be asked by the Chairman to comment on a technical area
Company Secretary: Advises the Chairman on matters compliance
Auditor: Members ‘watchdog’ in regards to financial and related matters
Members: To fully participate in their meeting

7. GM Preliminaries;
Quorum: The Chairman with/without consultation with Secretary confirms the presence of a quorum and calls the meeting to order.
What is quorum?:
Minimum number of members to constitute a valid meeting.
Is it only required at the beginning of the meeting?
The number is generally specified by the articles. Conflicted members or non-voting members do not constitute quorum.
Decisions taken without quorum are invalid and non-binding.
Otherwise meetings may be adjourned to an agreeable future time and if there is no quorum, the member(s) present constitute quorum.

8. GM Preliminaries… cont;
Prayer: The Chairman may call on a member to pray for the meeting.
Apologies: The Chairman should report any apologies received. He should also enquire whether any other member present has an apology. All apologies are noted by the Secretary.

9. Proxies; Who is a proxy:
A person appointed by a member to attend and vote on his behalf.
Must be in writing, signed by the member.
Has to be deposited with the company or requisite person.
Can be a member or non-member.
Entitled to vote as instructed by the appointer.

10. Adm. of the GM;
Arena: We now plunge into the real deal….,

11. Meeting’s Agenda; Confirmation of previous GM minutes
Consideration of Annual Accounts, Director’s report and Auditor’s reports on the accounts
Declaration of dividends
Appointment of directors in place of those retiring
Appointment and fixing of remuneration of auditors.
For any other special business there must be an explanatory statement of the special business.

12. Meeting’s Agenda… cont;
Why Agenda?:
Helps participants plan their contribution, relevancy and use their time effectively
Helps to assign roles to participants, including identifying relevant external resource/facilitator
Helps to budget for time. People have other things to do beyond the meeting
Helps to facilitate the flow of events/logical arrangement of agenda items
Helps to facilitate control of the meeting in all aspects- results desired, nature of contribution, provision of leadership,

13. Meeting’s Management;
Must haves – been done:
The venue and sitting arrangements are suitable
The meeting starts on time
Audibility, the public address system is good
Lighting, if at a hall, the light is clear and not blinding
Clear aisles for efficient movements
Leg-room between front and behind chairs
Mobile phones should be on silent or switched off

14. Meeting’s Management… cont;
The Chairman:
The Chairman should know his role and carry it out effectively.
He must be be fair and just. He must have the flair for gentleness but the courage to be firm.
While he should not baby-sit, members must recognize that he does not entertain nonsense.
He should stick to the agenda like a tick in running the meeting.

15. Meeting’s Management… cont;
The disruptive member:
A ‘rogue’ member should be handled as delicatelsy as possible and only when it is impossible to handle him/her can the member be thrown out.
Known possible ‘rogue’ members are usually invited by management before the meeting for a small talk over a cup of tea. This ensures they do not became disruptive.
At the meeting, it is important to recognize the ‘rogue’ member by directly asking them favourable questions, thus, ensuring you have recognized them and involved them in the participation.

16. Meeting’s Management… cont;
Decisions:
Decision-making methods are many e.g. by hands, acclamation, consensus, persuasion, poll, etc.
However, in company meetings, decisions are by show of hands unless a poll has been requested.
The Secretary has poll ballot papers in case the meeting decides to go this route.
All decisions as per the agenda should be made at that meeting unless there is an adjournment.

17. Meeting’s Management… cont;
Resolutions:
Ordinary resolutions – requiring simple majority of 51% of members present and eligible to vote. E.g. appointment of a director, increase of capital, etc.
Special resolutions – requiring two thirds (75%) majority of members as stipulated above. E.g. amendment of the Articles of Association, change of company name, etc.

18. Meeting’s Management… cont;
Postponement
The convener of the meeting for one reason or another defers it to a later date before it is held.
Adjournment
This is suspending the meeting to be continued at an agreed future time.
An adjourned that does not state when the adjourned meeting will be held next requires that a fresh notice be issued.
The Chairman may adjourn with the consent of the members.
An adjournment may also be moved by a majority of the members.
Only unfinished business from the original meeting may be transacted at the adjourned meeting.

19. Meeting’s Management… cont;
Adjournment:
This will happen due to running out of time e.g. an afternoon meeting going into the night.
Security scares and breaches.
Members becoming unruly and unmanageable.
By operation of the law.
Security
It is always advisable to hire police officers in case of any eventualities. This is much so at this times of terror attacks

20. Closure;
The Chairman should thank all the members present, directors and invited guests for their attendance and participation.
Announcements as to where members are having their lunch and take-aways are also made by the Chairman.

21. END
THANK YOU VERY MUCH