Book1 Division07 Title22 Chapter04 Part03 03
From Thai Codification Draft of 1919
DRAFT: CIVIL AND COMMERCIAL CODE FOR KINGDOM OF SIAM.
- The today existing (probably) only copy of its publication is in possession of the main library of Bangkok University. The detailed information and images of the original sources are available on the Centennial Website.
- The detailed information about the genealogical relations between the Draft 1919, Codes of 1923, Codes of 1925, and Code of 1992 is available at the "French Advisers' Heritage".
BOOK ON OBLIGATIONS.
DIVISION VII. SPECIFIC CONTRACTS.
TITLE XXII. Partnerships and Companies.
Chapter IV. Limited Companies.
Part III. Management of limited companies.
3. General meetings.
Section 1304.
- [I] A general meeting of shareholders shall be held within six months after the registration, and shall subsequently be held once at least in every twelve months.
- [II] Such meeting is called an ordinary general meeting.
- [III] All other general meetings are called extraordinary meetings.
《Genealogies》
- Draft of April 1924: -
- Code of January 1925: 1171
Section 1305.
- The directors can summon extraordinary meetings whenever they think fit.
《Genealogies》
- Draft of April 1924: -
- Code of January 1925: 1172
Section 1306.
- Extraordinary general meetings must be summoned if a requisition to that effect is made in writing by shareholders holding not less than one fifth of the shares of the company. The requisition must specify the object for which the meeting is required to be summoned.
《Genealogies》
- Draft of April 1924: -
- Code of January 1925: 1173
Section 1307.
- [I] Whenever a requisition for the summoning of an extraordinary general meeting is made by shareholders according to the last preceding section, the directors shall forth with summon such meeting.
- [II] If the meeting is not summoned within thirty days after the date of the requisition, the requisitionists [=requisitioners], or any other shareholders amounting to the required number, may themselves summon it.
《Genealogies》
- Draft of April 1924: -
- Code of January 1925: 1174
Section 1308.
- [I] Notice of the summoning of every general meeting shall either be published as least twice in a local paper, not later than seven days before the date fixed for the meeting, or shall be sent by post not later than seven days before the date fixed for the meeting to every shareholder whose name appears in the register of shareholders.
- [II] The notice shall specify the place, the day and the hour of meeting and the nature of the business to be transacted.
《Genealogies》
- Draft of April 1924: -
- Code of January 1925: 1175
Section 1309.
- Every shareholder has the right to be present at any general meeting.
《Genealogies》
- Draft of April 1924: -
- Code of January 1925: 1176
Section 1310.
- Unless there are provisions to the contrary in the regulations of the company, the rules provided by the following sections shall apply to general meetings. But section 1306 shall apply notwithstanding any provision to the contrary.
《Genealogies》
- Draft of April 1924: -
- Code of January 1925: 1177
Section 1311.
- A general meeting cannot transact any business unless shareholders representing at least one fourth of the capital of the company are present.
《Genealogies》
- Draft of April 1924: -
- Code of January 1925: 1178
Section 1312.
- [I] If within an hour from the time appointed for the general meeting the quorum prescribed by Section 1311 is not present, the meeting, if summoned upon the requisition of shareholders, shall be dissolved.
- [II] If the general meeting had not been summoned upon the requisition of shareholders, another general meeting shall be summoned within fourteen days and at such meeting no quorum shall be necessary.
《Genealogies》
- Draft of April 1924: -
- Code of January 1925: 1179
Section 1313.
- [I] The chairman of the board of directors shall preside at every general meeting of shareholders.
- [II] If there is no such chairman, or if at any general meeting he is not present within fifteen minutes after the time appointed for holding the meeting, the shareholders present can elect one of their number to be chairman.
《Genealogies》
- Draft of April 1924: -
- Code of January 1925: 1180
Section 1314.
- The chairman may, with the consent of the meeting adjourn any general meeting, but no business can be transacted at any adjourned meeting other than the business left unfinished at the original meeting.
《Genealogies》
- Draft of April 1924: -
- Code of January 1925: 1181
Section 1315.
- Every shareholder has one vote for every share held by him.
《Genealogies》
- Draft of April 1924: -
- Code of January 1925: 1182
Section 1316.
- If the regulations of the company provide that no shareholder is entitled to vote unless he is possessed of a certain number of shares, the shareholders who do not possess such number of shares have the right to join in order to form the said number and appoint one of them as proxy to represent them and vote at any general meeting.
《Genealogies》
- Draft of April 1924: -
- Code of January 1925: 1183
Section 1317.
- No shareholder is entitled to vote unless all calls due by him have been paid.
《Genealogies》
- Draft of April 1924: -
- Code of January 1925: 1184
Section 1318.
- A shareholder who has in a resolution some interest contradictory to the interest of the other shareholders cannot vote on such resolution.
《Genealogies》
- Draft of April 1924: -
- Code of January 1925: 1185
Section 1319.
- Holders of certificates to bearer cannot vote unless they have deposited their certificates with the company before the meeting.
《Genealogies》
- Draft of April 1924: -
- Code of January 1925: 1186
Section 1320.
- Every shareholder may vote by proxy, provided the power given to such proxy be in writing.
《Genealogies》
- Draft of April 1924: -
- Code of January 1925: 1187(I)
Section 1321.
- No person may be appointed a proxy who is not a shareholder.
《Genealogies》
- Draft of April 1924: -
- Code of January 1925: 1187(II)
Section 1322.
- The instrument appointing a proxy shall be dated and signed by the shareholder and shall contain the following particulars:
- (1) The number of shares held by the shareholder.
- (2) The name of the proxy.
- (3) The meeting or meetings or the period for which the proxy is appointed.
《Genealogies》
- Draft of April 1924: -
- Code of January 1925: 1188
Section 1323.
- The instrument appointing a proxy must be deposited with the chairman at or before the beginning of the meeting at which the proxy named in such instrument proposes to vote.
《Genealogies》
- Draft of April 1924: -
- Code of January 1925: 1189
Section 1324.
- At any general meeting, a resolution is passed if adopted by a majority of votes.
《Genealogies》
- Draft of April 1924: -
- Code of January 1925: 1190
Section 1325.
- At any general meeting, unless a poll be demanded by at least two shareholders, a declaration by the chairman that a resolution has been passed and an entry to that effect in the books of the company shall be sufficient evidence of the fact.
《Genealogies》
- Draft of April 1924: -
- Code of January 1925: 1191
Section 1326.
- If a poll is demanded it shall be taken in such manner as the chairman directs.
《Genealogies》
- Draft of April 1924: -
- Code of January 1925: 1192
Section 1327.
- In case of equality of votes, the chairman has a casting vote.
《Genealogies》
- Draft of April 1924: -
- Code of January 1925: 1193
Section 1328.
- [I] A resolution is deemed to be a special resolution if passed by two successive general meetings in the following way:
- [II] The substance of the proposed resolution has been included in the notice for summoning the first general meeting.
- [III] The resolution has been passed in the first meeting by a majority of not less than three fourths of the votes.
- [IV] The subsequent general meeting has been summoned and has been held not less than fourteen day and not more than six weeks after the former meeting.
- [V] The full text of the resolution passed in the first meeting has been included in the notice summoning the second meeting.
- [VI] The resolution passed in the former meeting has been confirmed in the subsequent meeting by a majority of two thirds of the votes.
《Genealogies》
- Draft of April 1924: -
- Code of January 1925: 1194
Section 1329.
- If preference shares have been issued, the preferential rights attributed to such shares cannot be altered.
《Genealogies》
- Draft of April 1924: -
- Code of January 1925: 1142
Section 1330.
- If a general meeting has been summoned or held or a resolution passed contrary to the provisions of this Title or contrary to the regulations of the company the Court shall, on application of any director or shareholder, cancel any such resolution or any resolutions passed at such irregular general meeting, provided that the application be entered within one month after the date of resolution.
《Genealogies》
- Draft of April 1924: -
- Code of January 1925: 1195
