CS Intermediate Level
Meetings: Compliance and Administration cheat sheet
Every chapter's key points, formulas and definitions on one page, for the last week before the exam. Each heading links to the chapter that explains it.
Meetings: the law and the types of meeting
- A meeting is a gathering of two or more persons, convened by proper authority, to transact defined business under a recognised procedure; canvassing members one by one is not a meeting.
- The entity's legal form decides the framework: the Companies Act, 2015 and the articles for a company, the Societies Act or the Co-operative Societies Act for a society or cooperative, the Retirement Benefits Act for a pension scheme, and standing orders for Parliament and the county assemblies.
- Sharp v Dawes holds that one member and the chairman are not a meeting; the Companies Act, 2015 keeps the rule with a two-person default quorum and a one-person exception for a single-member company.
- Article 37 of the Constitution protects peaceful assembly, and the Public Order Act requires the organiser of a public meeting to notify the regulating officer 3 to 14 days ahead: notification, not permission.
- Whether a meeting is public or private turns on the place, not the numbers: an AGM on private premises needs no police notification, while a shareholders' march along a public street does.
Key terms
- Private sector meetings
- Meetings of bodies governed by private law and generally closed to the public unless their own rules provide otherwise: company general meetings and board meetings (see the chapters on members' and board meetings), meetings of societies, cooperatives, partnerships, trusts and pension schemes, held on private premises or virtually, and governed by the entity's own constitution within the legal framework set out above.
- Public sector meetings
- Meetings of state organs and public bodies, generally open to the public and the press unless the law or the body's rules provide for a closed session: sittings of Parliament and the county assemblies (see the assembly chapter), meetings of statutory boards and commissions, and public participation forums that county governments and national agencies are constitutionally required to hold under article 10 and article 232 of the Constitution.
- Public meetings (in the sense of assemblies)
- A distinct sense of 'public meeting': any gathering in a public place, of any organisation, private or public, that the public or a section of it may attend, examined below under police powers and meetings in public places for the police powers and conduct rules that apply to it, which is a different question from whether the meeting is of a public-sector body.
The rest of the sheet covers
- Convening, conducting and recording meetings
- The corporate secretarial profession
- Appointment, duties and discipline
- Governance standards GS 001 to GS 004
- GS 005 to GS 008 and the guidelines
- Members' meetings: types and purposes
- Members' meetings: duties and records
- Board and committee meetings
- Meetings in company liquidation
- Meetings of county assemblies and the National Assembly
- Technology and virtual meetings
- Registering funds, societies and institutions
- Registering businesses and companies
- The seal and authentication of documents
- Listing at the securities exchange
- Statutory registers
- Statutory returns, records and access
- Reports, retention and penalties
- Compliance strategy and plan
- Managing dividends
- Exam technique and revision
- Glossary
- Table of cases