9911796707
TMI Blog1944 (8) TMI 12X X X X Extracts X X X X X X X X Extracts X X X X ..... the hearing of the motion may be treated as the trial of the suit. What happened was this. The general meeting was held on 19th of last month at 6 p.m. pursuant to a notice dated 14th June. One item on the agenda contained in the notice was "to receive the report of the Managing Committee and the audited balance sheet as at 31st December 1943, and the Income and Expenditure Account for the year ended 31st December 1943, and to approve and adopt the same." At the meeting, the chairman moved, himself, "that the report of the Managing Committee and the audited balance sheet as at 31st December 1943, and the Income and Expenditure Account for the year ended 3lst December 1943, be received and adopted." That proposition was duly seconded, and ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... t be germane to the subject-matter of the proposition and, secondly, that they must not be, in substance, a direct negative of it. If, for example, a resolution were that a particular piece of business be now considered, it would be in substance a direct negative to move that it be considered 999 years hence. One thing that has been suggested about this amendment is that it is a direct negative. I do not think this is correct. Instead of saying "be not received" it expressly proposed that the accounts shall be received, but that instead of adopting the same the company should appoint a committee to go into them and to report thereon. I do not think that it can be said to be a direct negative of the proposition originally made. The report of ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... in the scope of the business of a meeting convened for the purposes for which this meeting was convened. Where the agenda proposed the reception and adoption of accounts, I do not think the meeting is bound either to reject or accept them. I think that an amendment of this kind might be moved subject to any statutory provisions of the Companies Act. In the case of a meeting of a private association, unfettered by statute, I think that the members must expect the possibility of an amendment such as this being moved and the absent members could not complain if such an amendment were moved and carried. The one serious matter that could be urged by the company in the endeavour to uphold the chairman's ruling is that the amendment as proposed wo ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... his Honour Haydon, J., seems to have been of opinion that to carry a resolution for a committee of inspection it would be necessary to give notice. The same opinion seems to be shared by Mr. Albert Crew in his book "Conduct of meetings." In Sarkar and Sen, the question is described as "doubtful." In the articles of this particular company the statutory form of article 101 has been adopted as article 92 and according to that article the books of the club are not to be inspected by any member of the club, not being a member of the committee except as provided by law or authorised by the committee or by a resolution of the club in general meeting. It does not say that the resolution should be a special resolution nor, in terms, that the resolu ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... antive motion without having had an opportunity to express their opinion on the amendment and as a result of that it may well be (I do not say it is) that the real sense of the meeting has not yet been ascertained. The proper course for me is to make the declaration which I am asked to make under prayer (a) of the plaint and make an order as asked under prayer (e). I direct a general meeting to be convened for the purpose of receiving and adopting the documents mentioned in prayer (e) at 14 days notice to be given by the defendant company. Re-circulation of audited accounts, balance sheet, and report may be dispensed with. I declare that the resolution refusing to accept or adopt the accounts, etc., was invalid. Costs against the defendant ..... X X X X Extracts X X X X X X X X Extracts X X X X
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