Distinguish between the following
1) Agenda and Minutes
Agenda is a list of business to be transacted at the meeting.
Minutes is the statutory record of business transacted at the meeting.
Agenda is sent to members along with the notice of meeting. It is useful to the chairman to take items for discussion according to agenda Members can prepare themselves for meeting.
It acts as prima facie evidence in court of law and it is useful for future reference.
Agenda is prepared before the meeting.
Minutes are prepared after the meeting.
Agenda is always written in the future tense.
Minutes is always in the past tense.
Agenda is included in the notice of a meeting.
Minutes is recorded in minutes book.
2) Motion and Resolution
Motion is a written proposal placed before the meeting for discussion and decision.
Resolution is an accepted motion in the meeting.
Motion is subject to amendment before it is put to vote.
When resolution is passed, it cannot be amended.
A motion is not recorded in the minutes book of a meeting.
All resolutions must be recorded in the minute book of a meeting.
Motion need not be filed with the registrar of companies.
Certain resolutions are required to be filed with the registrar of the companies within 30 day of the date of its passing.
It may be withdrawn by mover before it is put to vote.
Once it is approved, it cannot be withdrawn.
Motion can be
i) formal motion ii) substantive motion
Resolutions are of 3 types i) Ordinary ii) Special iii) Resolution Requiring special notice
3) Voting by show of hands and Voting by poll.
Voting by show of hands
Voting by poll
A voting by show of hands is a method of voting in which members cast their votes by raising hands.
Voting by poll is a method of voting in which every member is given a ballot paper to record his votes according to the number of shares held by him.
Votes are given openly by show of hands, hence secrecy is not maintained.
Votes are recorded on voting papers hence secrecy is maintained.
Voting by proxy
Proxies are not allowed to vote under this method.
Proxies can vote only in this method.
Number of votes
‘One man, one vote’ is the principle of voting in this method.
‘One share, one vote’ is the principle of voting by poll. Therefore each member can vote in proportion to the number of shares held by him.
The decision by show of hands is cancelled, when poll is demanded.
The decision taken by poll is final and it cannot be cancelled. It is binding on all the members of the company.