Drafting of Notice
Drafting of Notice: The word notice has come from the Latin word notitia meaning knowledge. Notice, therefore, means ‘a warning or intimation of something’. It is also defined as ‘a written or printed announcement’. The word notice, therefore, has two aspects it may be an intimation or information and it may be a kind of warning. A notice may be general or confidential.
The persons entitled to attend a meeting must be informed of the time, place, date and business of the meeting in proper time.
The communication informing the persons entitled to attend the meeting about time, place, date and business of the meeting is called the ‘notice’.
To make the meeting valid, the notice must be served by the right person by the right means to all the persons entitled to attend the meeting. Usually, the notice is drafted and issued by the Secretary under the instruction of the Director of the company. A notice, in order to be valid, must be signed by the proper authority.
Drafting of Notice
The requisites of the meeting can be classified into the following classes:
- The notice must specify the exact date, time and place of the meeting.
- The notice must state the nature of business to be transacted at the meeting. A complete agenda is appended to the notice.
- The notice should be served to all members entitled to attend the meeting.
- The notice must be clear and unconditional.
- Proper length of notice must be given in accordance with the rules of the organisation.
Intimation of Notice:
Various kinds of intimation or information have to be sent from office to the inmates of an office, to the members of the organisation to which the office belongs or to outsiders. In the first category come notices issued declaring a holiday or introduction of some new or modified office rule, e.g. change of office hours, etc.
Sometimes notices have to be displayed at specific places under some statute, For example, a factory manager has to display a notice for safety measures in a factory subject to the rules as under Sec. 108 of the Factories Act, 1948. A notice may be meant for the general staff or may be served on an individual, e.g. ‘discharge notice’.
Notice under the second category means a notice for a general meeting issued to the members of a company. This type of notice has to be sent by post or even published in newspapers. Under the third category we find different kinds of notices including announcements.
For example, a tender notice inviting quotations from suppliers, either published in newspapers or hung up on the notice board in the office. An announcement in newspapers on change of office address or opening of a branch is a notice of this category.
Drafting of Notice:
Whatever may be the category of notice, each has a form and style of writing.
A notice:
(1) must be written in a language understandable to those for whom it is meant. Sometimes there is a statutory direction too. For example, a notice under the Factories Act shall be written in English (as court language) and in a language understandable by the majority of the workers of the factory.
(2) It must convey a message clearly what was intended to be conveyed.
(3) A notice must be brief and avoid unnecessary words.
(4) A notice must be drafted according to a form. That form may be a statutory form.
(5) It shall be signed by some authoritative person.
(6) It shall normally bear a date.
(7) A confidential or individual notice or any public notice having legal implications must be drafted by a lawyer. A qualified secretary is expected to have the competence for the same.
Drafting and Issue of Notices for Meetings:
Notice has to be drafted and issued for every kind of private meeting.
There are two distinct kinds of forms for the purpose:
(1) Form No. 1:
In case of a notice for a meeting of a committee like an Executive Committee or Managing Committee or Board of Directors, etc., the notice is in the form of a letter.
(2) Form No. 2:
In case of a notice for a meeting of a general body of members of an organisation, the notice is in the form of a circular with some special features.
Specimen 1: Notice for the first Board Meeting of a Company.
XYZ Co. Ltd
Reg. Off_______________
November 17, 1988
________________
(Director)
Dear Sir,
The first meeting of the Board of Directors of the Company will be held on Saturday 25.11.88 at 12 Noon at the registered office of the Company to transact the following business.
You are requested to attend the meeting.
Yours faithfully,
________________
Secretary
Agenda:
(1) Election of the Chairman of the meeting.
(2) Adoption of the Memorandum of Association, the Articles of Association, and the Certificate of Incorporation of the Company to be presented by the Secretary.
(3) Adoption of the Common Seal of the Company.
(4) Appointment of the first directors of the Company.
(5) Election of the Chairman of the Board of Directors of the Company.
(6) Appointment of the Secretary of the Company with retrospective effect.
(7) Appointment of the Bankers of the Company.
(8) Appointment of the first Auditors of the Company.
(9) Appointment of the legal adviser of the Company.
(10) Adoption of all the preliminary contracts and preliminary expenses made by the promoters of the Company.
(11) Approval of the Draft Prospectus to be presented by the Secretary.
(12) Consideration of the Application to be made to the Controller of Capital Issue.
(13) Consideration of the Application to be made to the Calcutta Stock Exchange for the enlistment of the Shares in the Company.
(14) Approval of the Specimen Share Certificate to be presented by the Secretary.
(15) Determination of the quorum for Board meetings of the Company.
(16) Fixing the date of the next meeting of the Board.
(17) Any other business with the permission of the Chairman.