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Recent Annual General Meeting questions

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.

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Law Educator, Esq.

Attorney At Law

Doctoral Degree

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I was (I resigned over this issue) on the board of directors

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?

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Asad Rahman

Attorney

J.D.

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Been receiving met life std/ltd they required me to apply

Been receiving met life std/ltd they required me to apply for SSDI which I was just awarded. I paid over 3 decades of after tax premiums to them, how can they want payback out of my SSDI why did I pay them my money just to get them to be nothing out of pocket? Is this legal and is there any recourse to fight? Do I get a refund of all my premiums if they get the money? I feel I was forced to apply so they could get out of paying.. this can't be legal.

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Law Educator, Esq.

Attorney At Law

Doctoral Degree

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I got into a car accident 2 months ago. It was a leased

I got into a car accident 2 months ago. It was a leased Acura RDX and my husband forgot to add the car into our insurance policy after grace period. so the car was uninsured at the time of the accident. the other party was a driver driving a company pick up truck. the driver and his coworkeradmitted fault at the scene, apologized profusely and acted very sincerely.I called Acura road side assistance and a tow truck came to tow my car. Instead of towing the car to the nearest dealer as instructed, the car was towed to a body shop. the tow truck driver did not give me any paperwork to sign. Later we were contacted by the body shop, the owner saying he will work with the other party's insurance to get the car fixed. Because the other party now is denying fault, and I have no insurance, the car is stuck at the body shop.I received an invoice from the body shop, saying now the storage fee is $95 per day and the towing fee is $475. The invoice is even back dated by a month and a half. It has no information of where the car was towed from, and it has no total amount.I want to get the car back to stop accruing storage fee but I can't afford $10k+ storage fee. And I believe that I am a victim of tow scam.By the way, the towing company and the body shop has the same phone number.My questions:How can I get the car back?Is Acura responsible since the towing company is its vendor?Anything I can do or where can I find help to get me out of this mess?e also have a question regarding the other party's insurance. Since we were not insured at the time, we have no one on our side to work with the other party's insurance. They are of course trying to deny as much liability as possible, but do they have any legal obligations to us? For example, despite other party's statement claiming that we changed into each others' lanes, the fault is not 50/50 and we are lucky to get 25%. They are also not proactive on our case, they have not even sent out an assessor to review our damages to determine the % fault. There have been many delays and inaction from other party that has lead our vehicle to be in storage for such a long time. Do we have any legal rights on our side to get some progress going or reduce our fault % (i.e. buying a crash analysis report, request a break down of how the fault % is determined).I've asked this question before, I want a second opinion from a different lawyer. Thank you.

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Law Educator, Esq.

Attorney At Law

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UNDER MASSACHUSETTS LAW: In a closed corp - all family

UNDER MASSACHUSETTS LAW:In a closed corp - all family members (5) ..... can the majority shareholder :force the minority shareholders to sell their stock to him?decide to reduce the shareholder disbursements and hold in reserve without a valid corporate purpose ?

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Richard - Bizlaw

Juris Doctor

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What is it called when you plea in the past to an offense

What is it called when you plea in the past to an offense that happened for the first time but when it happens again you guilty by past history of having done it already?Example Like when you are with someone that commits crimes they say "Guilty by association"

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Ely

Counselor at Law

Juris Doctor

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I am running a company by myself, one of the project and I

I am running a company by myself, one of the project and I am particularly in at a different company required me sign a nondisclosure agreement which I wasn't known before. This company runs some same business as I do. I am worry if I should sign this paperwork?

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RayAnswers

Lawyer

Doctoral Degree

35,822 satisfied customers
Would I have to declare offshore gold that is in an offshore

Would I have to declare offshore gold that is in an offshore private security vault to the IRS and/or FinCen?Would I have to declare offshore currency that is in an offshore private security vault to the IRS and/or FinCen?

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Law Educator, Esq.

Attorney At Law

Doctoral Degree

108,056 satisfied customers
I am purchasing a business from my sister. She is a 90%

I am purchasing a business from my sister. She is a 90% interest owner. My brother is a 10% interest owner. The company is an LLC. All is going good with the exception that my brother, who is a 10% owner, is not willing to sign an operating agreement so that we may work under clear rules. I, on the other hand, do not want to enter into a business without a signed operating agreement.My sister is the managing partner and the majority interest holder. Given that I'm purchasing her shares and will become the majority owner, can I assign myself as the managing member (in her place) and introduce an operating agreement although he is not willing to sign? Or, can the existing operating between them be transferred to me without his signature?If not, can she sell me his 10% interest in the LLC without his signature? The original operating agreement that is signed by both gives her full authority to sell all assets or the entire company.I do not want to create a headache for myself. If he's not willing to sign neither, what options do I have?Thanks.

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TJ, Esq.

Juris Doctor (JD)

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