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OVERVIEW
The Companies Act, 1963 (Act 179) has detailed and strict rules regarding members’ meeting.

1. According to Bondzi-Simpson, there are two (2) kinds of meetings of members under Act 179; general meetings and class meetings. General meetings are open to all members irrespective of the class of their membership. On the other hand, class meetings are held for special class of members such as preference shareholder or ordinary shareholders. For the purposes of this research, the focus will be cast on Annual General Meetings (AGMs). AGMs are of two kinds namely Annual General Meeting and Extraordinary General Meeting. In addition, this paper will also examine resolutions which may be reached from AGMs. Annual General Meetings (AGMs) The Companies Act, Act 179 stipulates that the AGM should be held in each year however the period between one AGM and the next shall not be longer than fifteen (15) months. The auditorsn of the Company and all the company’s members who are entitled to attend and vote at an annual general meeting may agree in writing to dispense with an AGM for that year.

For an AGM to be held in accordance to Act 179, the Company shall at least 21 days before the AGM dispatch to members and debenture holders the following documents, which will be laid before the AGM for consideration; 

● The Company’s profits and loss account
● Balance sheet
● Any group account
● The directors’ report
● The auditor’s report on the financial statements
At AGMs there are standard businesses that are transacted according to Act 179. These standard businesses are; 

● Declaration of dividends
● Considering the Companies’ accounts, the directors’ and auditor’s report thereon
● Electing directors to replace those retiring
● Fixing the remuneration of the auditor(s)
● Removal or Election of auditor and directors pursuant to the Act
Notice of Meetings
Meetings are in the normal course required to be convened after giving all the persons entitled to notice at least 21 days’ notice in writing. 7 Per Act 179, notice of meeting shall contain the following particulars;
● The place, date and time of the meeting
● Sufficient detail of the general nature of the business to be transacted;
● The terms of any special resolution to be considered
● A reasonably prominent statement of the effect that a member is entitled to appoint a proxy to attend a general meeting and vote on his behalf
● A further statement that the proxy need not be a member of the Company
Circulation of Documents for Members.
The Act stipulates that proposed resolutions and other statements of members should be circulated to the entire membership of the company in advance of the AGM. Any member entitled to attend and vote at an AGM is entitled by written request to the company to have the company include in Section 149(3) of Act 179
 the notice of the general meeting notice any resolution which may properly be moved and is intended to be moved at that meeting. The statement shall be circulated to members in the same manner permitted for service of notice of meeting. It is instructive to note that the Company bears the expense of the circulation of the statement.

Quorum
General meetings may only commence when there is a quorum of members. Per the relevant provisions of Act 179, the following constitutes quorum;
● Where the Company has only one member, that member in person or his duly appointed proxy 
● In any other case by two members in person or duly appointed proxies 
● By one member holding more than 50% of the voting rights of all members having the right to vote at the meeting 
● At an adjourned meeting, when the previous meeting was adjourned due to no quorum present, if a quorum is not present within half an hour after the time appointed, the member(s) present shall constitute a quorum 11
Voting
According to Act 179, voting is done in three(3) ways;
● Show of hands at meetings
● Polling at meetings
● Postal ballot in lieu of meeting
In voting by show of hands every person participating in a vote by show of hands has only one vote, irrespective of the size of his shareholding or the number of members he represents by proxy.
According to Bondzi-Simpson, the rule is one-hand-one-vote.
Voting by poll is resorted to if, before or on th declaration of the results of show of hand, a vote by poll is demanded by the Chairman, at least three members present in person or by proxy, or any member(s) who represent at least 5% of the total voting rights of all members having the right to
attend and vote on that resolution. On poll, the rule is one-share-one-vote.
Postal ballot occurs where the chairman directs that voting be by postal ballot of all members entitled to attend and vote on the resolution. Where the chairman so directs, ballot papers are served on the members entitled to vote on that resolution in the same manner as notice of the meeting is required to be served. Postal ballot occurs with the following condition precedent;
● The Chairman exercises his discretion to direct
● The Company’s Regulation directs the Chairman to do so
● On or after the chairman has directed a poll, an ordinary resolution in favour of the postal ballot is moved at the meeting and passed on show of hands.
Where there is a tie after a vote, the chairman has the casting vote, unless the Regulation prohibits him.
Chairing General Meetings
The Chairman of the Board of Directors shall chair all general meetings. In his absence the directors present shall elect one of their number to chair. However, where there is no director present or willing to chair the general meeting the members present shall choose one of their number to be the chairman at the general meeting.
Resolutions
There two types of resolutions; ordinary and special resolution. Ordinary resolution is one that is passed by a simple majority of votes cast by members or their duly appointed proxies.  Special resolution requires at least 75% of votes cast by members or their proxies. 14 Every special resolution requires proper advance notice specifying the intention to propose the resolution as a special resolution.
Adjourning General Meetings
The Chairman may adjourn the meeting if there is quorum present who consent to the adjournment.
Also, the chairman is bound to adjourn the meeting if implored to by ordinary resolution passed at the meeting. The Act stipulates that it is only unfinished business than can be conducted at an adjourned meeting and any additional business of which due notice shall be given as in the case of an original meeting. Where the adjournment is more than thirty (30) days, due notice shall be given as in the case of an original meeting. 
4. Conclusion
In sum the Companies Act, 1963 (Act 179) provides for detailed and stringent rules relating to members’ meeting. These rules deal with notice of AGM, circulation of documents, voting, chairing of meetings, adjournments and resolutions among others. It is instructive that though the Regulation of a Company may add to the basics laid out in Act 179, members of the Company cannot detract from its statutory provisions.