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After Mar., 2014, a new companies ordinance was effected in
After Mar., 2014, a new companies ordinance was effected in Hong Kong, Cap 622. section 612(2)(a) says that a company is not also required to hold an annual general meeting in accordance with section 610 if the company has only one member.Our company has one shareholder now. The questions are how to write minutes I) to re-appoint directors , 2) re-appoint auditors 3) approve audited account which we did in annual general meeting (AGM) in the previous years as we are not required to hold AGM in this year.Section 396 (3) (a) a company must appoint the auditor of the company for a financial year by a resolution passed at a general meeting if by virtue of section 612(2) , it is not required to hold an AGM in accordance with section 610 in respect of the previous financial year. The Articles 30 of Association of our company require directors retire at the company's AGM and the retired directors can be re-appointed.In previous year , we write a directors' minutes to call an AGM, to note the retire of directors according to 30 Articles of Association & being re-appointed, to note the re-appointment of auditors and to note the available for approval of audited accounts in the forthcoming AGM and sent the related notice. In AGM, we approve the audited account, the directors retired and be re-appointed, and re-appoint the auditor until the conclusion of the next AGM.I want to know the exact wordings in the minutes/ resolutions of how to write the directors' resolutions and shareholder's resolutions which we had done as in the AGM of previous to pass the above issues.
I was (I resigned over this issue) on the board of directorsView more business law questions
I was (I resigned over this issue) on the board of directors of a local 501c3 table tennis club. during our annual general meeting a group of 8 candidates (the current secretary was not one of the approved candidates, see below) for the upcoming board of directors was approved. it was agreed that members were to have one week to vote for up to 5 candidates for the board.a few days after the meeting, the secretary with apparent approval from the president, decided that one candidate should not be allowed to run because his annual dues had not been paid. the candidate not allowed to run is an elderly irascible gentleman in ill health with a history of bad blood with the secretary. I immediately offered and did pay the elderly gentlman's dues.voting commenced immediately after the meeting. the candidates were listed with letters a-h adjacent to their names. we voted by writing the letters associated with each of 5 candidates on a slip of paper and giving it to the president.mid week, the secretary forwarded a new candidate list to the membership with his name replacing the elderly gentleman's in the 'b' position. as a setting board member, I protested this via email immediately and demanded a correction. I was denied by the president and secretary and therefore resigned via email.the secretary is well healed and likely to have a large umbrella policy. the elderly gentleman is not well healed and being an accepted member of the table tennis community is of inordinate value to his mental health.is there a case?