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CHAPTER 13
MEETINGS

IRREGULARITIES AT MEETINGS
The Court will not interfere, at the suit of a shareholder, with the internal management of a company acting within its powers.

" If the thing complained of is a thing which, in substance, the majority of the company are entitled to do, or if something has been done irregularly that the company are entitled to do regularly, or if something has been done illegally which a majority of the company are entitled to do legally, there can be no use in having litigation about it. The ultimate end, no doubt, is, that a meeting has to be called, and then ultimately the majority gets its wishes."(17)

This is known as the rule in Foss v. Harbottle.
Foss v. Harbottle (1843), 2 Ha. 461. X. took proceedings against the directors of a company to compel them to make good losses sustaincd by the company owing to their fraud. Held, as there was nothing to prevent the company from taking the proceedings, if it thought fit to do so, the action failed.

Under this rule, the Court will not interfere with irregularities at meetings at the instance of a shareholder.
McDougall v. Gardiner (1875), 1 Ch. D. 13. The articles empowered the chairman, with the consent of the meeting, to adjourn a meeting and also provided for taking a poll if demanded by five shareholders. The adjournment was moved, and declared by the chairman to be carried; a poll was then demanded and refused by the chairman. A shareholder brought an action for a declaration that the chairman's conduct was illegal. Held, the action could not be brought by a shareholder; if the chairman was wrong, the company alone could sue.

The rule does not prevent a shareholder from suing:
1. To restrain the company from doing an illegal or an ultra vires act.
2. To recover the company's property from persons who have taken it for themselves and, by use of their controlling interest in the company, prevent the company from taking aotion.(18)

Cook v. Deeks, [1916] 1 A. C. 554. The directors obtained a contract in their own names, under circumstances which made it a breach of trust by them, and constituted them trustees of the contract for the company. By their votes as holders of threequarters of the shares, they induced the company to pass a resolution declaring it had no interest in the contract. Held, the directors must account to the company for the profit they made.
3. To prevent the company from acting on a resolution obtained by a trick. See Baillie v. Oriental Telephone Co., ante, p. 145.
4. To restrain the company from doing acts contrary to the articles.

Salmon v. Quin and Axtens, Ltd., [1909] A. C. 442. The articles provided that the directors could not sell or let certain premises if either A. or B. dissented. The directors resolved to sell the premises, but B. dissented. An extraordinary meeting

17 Per Melhish, L.J., in 1 Ch. D, at p. 25.
18 Burland v. Earle, [1902] A. C. 83.

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where is HTML where is HEAD where is TITLE IRREGULARITIES AT MEETINGS what is Court will not interfere, at what is suit of a shareholder, with what is internal management of a company acting within its powers. " If what is thing complained of is a thing which, in substance, what is majority of what is company are entitled to do, or if something has been done irregularly that what is company are entitled to do regularly, or if something has been done illegally which a majority of what is company are entitled to do legally, there can be no use in having litigation about it. what is ultimate end, no doubt, is, that a meeting has to be called, and then ultimately what is majority gets its wishes."(17) This is known as what is rule in Foss v. Harbottle. Foss v. Harbottle (1843), 2 Ha. 461. X. took proceedings against what is directors of a company to compel them to make good losses sustaincd by what is company owing to their fraud. Held, as there was nothing to prevent what is company from taking what is proceedings, if it thought fit to do so, what is action failed. Under this rule, what is Court will not interfere with irregularities at meetings at what is instance of a shareholder. McDougall v. Gardiner (1875), 1 Ch. D. 13. what is articles empowered what is chairman, with what is consent of what is meeting, to adjourn a meeting and also provided for taking a poll if demanded by five shareholders. what is adjournment was moved, and declared by what is chairman to be carried; a poll was then demanded and refused by what is chairman. A shareholder brought an action for a declaration that what is chairman's conduct was illegal. Held, what is action could not be brought by a shareholder; if what is chairman was wrong, what is company alone could sue. what is rule does not prevent a shareholder from suing: 1. To restrain what is company from doing an illegal or an ultra vires act. 2. To recover what is company's property from persons who have taken it for themselves and, by use of their controlling interest in what is company, prevent what is company from taking aotion.(18) Cook v. Deeks, [1916] 1 A. C. 554. what is directors obtained a contract in their own names, under circumstances which made it a breach of trust by them, and constituted them trustees of what is contract for what is company. By their votes as holders of threequarters of what is shares, they induced what is company to pass a resolution declaring it had no interest in what is contract. Held, what is directors must account to what is company for what is profit they made. 3. To prevent what is company from acting on a resolution obtained by a trick. See Baillie v. Oriental Telephone Co., ante, p. 145. 4. To restrain what is company from doing acts contrary to what is articles. Salmon v. Quin and Axtens, Ltd., [1909] A. C. 442. what is articles provided that what is directors could not sell or let certain premises if either A. or B. dissented. what is directors resolved to sell what is premises, but B. dissented. An extraordinary meeting 17 Per Melhish, L.J., in 1 Ch. D, at p. 25. 18 Burland v. Earle, [1902] A. C. 83. where is meta name="keywords" content="old books, Free book , free book offer , free audio books , free coloring book pages , free book reports , free audio book , audio books free download , book free , free guest book , books free , free book summaries , download free audio books , free childrens books." where is where are they now rel="stylesheet" type="text/css" href="../../style.css" where is meta http-equiv="Content-Type" content="text/html; charset=iso-8859-1" where is BODY bgColor=#ffffff text="#000000" where are they now ="#000000" v where are they now ="#FF0000" where is div align="center" where is strong where is strong where is a href="http://www.aaoldbooks.com" Books > where is a href="../default.asp" title="Book" Old Books > where is strong where is a href="default.asp" Poetry Northwest (1959) where is table width="700" border="1" align="center" cellpadding="15" cellspacing="0" where is center where is tr where is td width="160" align="center" valign="top" where is div align="center" where is td align="center" valign="top" where is div align="left" where is div align="center" where is p align="left" Page 152 where is strong CHAPTER 13 MEETINGS where is p align="justify" IRREGULARITIES AT MEETINGS what is Court will not interfere, at what is suit of a shareholder, with what is internal management of a company acting within its powers. " If what is thing complained of is a thing which, in substance, the majority of what is company are entitled to do, or if something has been done irregularly that what is company are entitled to do regularly, or if something has been done illegally which a majority of the company are entitled to do legally, there can be no use in having litigation about it. what is ultimate end, no doubt, is, that a meeting has to be called, and then ultimately what is majority gets its wishes."(17) This is known as what is rule in Foss v. Harbottle. Foss v. Harbottle (1843), 2 Ha. 461. X. took proceedings against what is directors of a company to compel them to make good losses sustaincd by what is company owing to their fraud. Held, as there was nothing to prevent what is company from taking what is proceedings, if it thought fit to do so, what is action failed. Under this rule, what is Court will not interfere with irregularities at meetings at what is instance of a shareholder. McDougall v. Gardiner (1875), 1 Ch. D. 13. what is articles empowered what is chairman, with what is consent of what is meeting, to adjourn a meeting and also provided for taking a poll if demanded by five shareholders. what is adjournment was moved, and declared by what is chairman to be carried; a poll was then demanded and refused by what is chairman. A shareholder brought an action for a declaration that what is chairman's conduct was illegal. Held, what is action could not be brought by a shareholder; if what is chairman was wrong, what is company alone could sue. what is rule does not prevent a shareholder from suing: 1. To restrain what is company from doing an illegal or an ultra vires act. 2. To recover what is company's property from persons who have taken it for themselves and, by use of their controlling interest in what is company, prevent what is company from taking aotion.(18) Cook v. Deeks, [1916] 1 A. C. 554. what is directors obtained a contract in their own names, under circumstances which made it a breach of trust by them, and constituted them trustees of what is contract for what is company. By their votes as holders of threequarters of what is shares, they induced what is company to pass a resolution declaring it had no interest in what is contract. Held, what is directors must account to what is company for what is profit they made. 3. To prevent what is company from acting on a resolution obtained by a trick. See Baillie v. Oriental Telephone Co., ante, p. 145. 4. To restrain what is company from doing acts contrary to the articles. Salmon v. Quin and Axtens, Ltd., [1909] A. C. 442. what is articles provided that what is directors could not sell or let certain premises if either A. or B. dissented. what is directors resolved to sell the premises, but B. dissented. An extraordinary meeting 17 Per Melhish, L.J., in 1 Ch. D, at p. 25. 18 Burland v. Earle, [1902] A. C. 83. where is Server.Execute("_SiteMap.asp") %

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