UNIT - V ORGANIZATIONAL COMMUNICATION (BHM-II OU SYLLABUS)

UNIT - V

1) Organizational Communication:

a) Up Ward b) Down Ward c) Lateral d) Purpose & Function.

 2) Written Communication:

 a) Memos b) Circulars & Notices

3) Handling Meetings:

a) Types of Meetings b) Structure of Meeting c) Agenda d) Minutes.

 4) Role of Wit & Humour in Communication.

ORGANIZATIONAL COMMUNICATION

Communication is the lifeblood of an organisation. It is needed for

Þ    Exchanging of information

Þ    Exchanging opions

Þ    Making plans and proposals

Þ    Reaching agreements

Þ    Executing decisions

Þ    Sending and fulfilling orders

Þ    Conductiond sales

When communication stops,organisational activity ceases to exit.Thus ,communication in an organisation is as vital as blood for life.

1) Organizational Communication:

a) Communication is necessary condition of human existence and social organization.

b) The importance of communication 'in business organization came to be realized

quite later. Originally it was taken as Taken -for- granted affair.

c) Later serious studies and experiments have shown that every organization is a society in which there are people operating at different levels. They have their multiple differences, approaches, opinions and constraints. In order to achieve common goals proper interaction between and amongst them is therefore , a must.

In an organisation ,communications flows in five(5) main directions,namely,

1. Downward
2. Upward
3. Lateral/Horizontal
4. Diagonal
5. External

The first four kinds of communication are ‘Internal’ i.e. within the organisation.

A.    Upward Communication

Upward communication is the flow of information from the suboedinates to superiors or from employeesto management.Without upward communication ,management works in a vacuum,not knowing if messages have been received properly or if other problems exist in the organisation.By definition ,communication is a two-way affair.Yet,for effective two-way organisational communication to occur ,it must begin frim the bottom.

The upward communication could be reports,notifications,complaints,rumours concerns questionnns and information in general.The main function is to supply information to the upper levels about what is happening at the lower levels.It travels from the people at the bottom and reaches the upper levels of the organization structure.It is essentially participative in nature and can flourish only in democratic organizational environment. Only in democratic environment it can satisfy the need of the upper levels of management to know specifically about production performance, marketing information, financial data, and what lower levels employees are thinking and feeling about the whole or part of the business. It does not fit into the traditional concepts of organization behaviour according to which the right to communicate was supposed to have been vested in the higher ups only.

The subordinates use upward communication to convey their problems and performances to their superiors.The subordinates also use upward communication to tell how they have understood the downward communication. It can also be used by the employees to share their views and ideas and to participate in the decision-making process.Upward communication leads to a more committed and loyal workforce in an orgnisation because the employees are given a cahace to raise(the employeesfeelings towards their jobs, peers) and speak dissatisfaction issues to the higher lavels.The managers get to know about the employees feelings towards their jobs,peers,superiorsand orgnisation in general. Managers can thus accordingly take action for improving things.Grievance Redressal System,Complaint and Suggestion Box,Councelling Sessions, the Grapevine,Group meetings,the practice of Open Door policy,Job satisfaction surveys,Moral questionnaires,Exit interviews ,Ombudsperson ,( Ombudsperson=Swedish word meaning a commissioner appointed to investigate the complaints of private citizens against government official or agencies.)etc ,.

It is often seen that higher ups do not like to be told or even like to hear from their juniorsanything against their wishes. The employees may feel let down or become shy aand reluctant to express themselves-the communication event becomes a non-event.

B.     Downward Communication

When information flows from the superiors to the subordinates,it is known as downward communication.

Prof. Robin P said,”Communication that flows from one level of a group pr organisation to a lower level is a downward communication.”In other words,communication from suprioes to subordinates in a chain of commands is downward communiction.This communication isused by the managerto transmit work-related information.

Employers require this information for performing their jobs and for meeting the expectations of their management.

It can be written or oral.

The downward communication is used by the managers for the following purposes:

v  Providing feedback on employees performance

v  Giving job instructions

v  Providing a complete understandingof th employees job as well as to communicate to them how their job is related to other jobs in the organisation

v  Communication the organisation’s mission and vision to the employees

v  High lighting the areas of attention

  Organisational publications,circulars,letters,instructions,memos,handbooks,pamplets,policy statements,procedures,are all written communicatio(dowmward)

  Oral communication like instructions,speeches,meetings,telephonic conversations etc are downward communication methods.

In order to have effective and error-free downward communication,manager must

-          specify communication object

-          ensure that the message is accurate,specific and unambiguous

-          utilize the best communication technique to convey the messageto the receiver in the right form

Advantages

a.       Discipline: Downward communication follows the official chain of command,thus discipline can be maintained

b.      Operational Efficiency: Operational efficiency can be achieved as employees always receive instructions from executives,etc

c.       Warning the employees: Employees can be warned and corrected when needed

d.       Watching the Performance: The performance of the employees can be watched

e.        Assignment of Goals: Individual goals can be set

f.        Relation Establishment: Instructions also provide inspiration to the employees,thus creating and improving relationship between the managers and the employees

g.      Delegation of Authority: Delegation of authority becomes easier through the chain of command

Disadvantages

1. Distortion(change /twist) of message when it reaches the ultimate user
2. Lack of feedback : Usually no feedback is given
3. Time consuming:
4. As information flows orderly(step by step) , the process becomes time consuming
5. Lack of interpretation: This communication lacks interpretation
6. Ambiguous:
7. Sometimesmany directives or instructions are not understood or even read.

C.    Lateral /Horizontal Communicstion

Lateral or Horizontal communication is defined as the exchange,impartingor sharing of information,ideas or feelings between people withing a community,peer groups,departments or units of an organistion,who are at or about the same hierarchcal level.For example,in terms of workplace if two supervisors have a discussion or two board members raise an issue, is knownas lateral/hirizontal communication.This communication takes place between functional managers.Horizontal communication is one of the essential communication skills we need in life.

Thiscommunicationhelps to promote temworkand facilitates coordinated group effort within a group or organisation. Free and frank communication between peers helps to improve mutual understandingand corodination among different departments and divisions of the organisation.This communication may take place as stelephone-calls,e-mails,letters,informal discussions,gossip(grapevine).

Advantages

• It is time saving
• It facilitates coordinationof the task
• It facilitatesco-operation among team members
• It helps in solvingvarious organisational problems
• It can also be used for resolving conflictsofadepartmentwith other departments.
• It gives a chance to arrive at cordial relations and amicable decisions.

Disadvantages

• Subordinates will refrain from making commitments beyond their authority
• It may create difficulties

D.    Diagonal Communication

The opposite     of horizontal communication is the diagonal communication which refers to messagesconversed between all levelsof hierarchy. It takes place between a managerand anemployeeofotherwork groups.It generallydoesnot appear on organisational chart. It is the sharingof informationamong different structurallevels within a business.For example,diagonal communication could involve higher level managementcommunicationto lower level management,ashift in orgnisational objectives,as well as ensuing dialogue about how best to achieve the new goals.

Diagonal communication aoccurs between workers in a different section of the organisation,where one of the workers involved is on a higher level in the organisation. For example ,in a bank ,diagonal communication will occur when a department manager in head office converses with a cashier in a branch of the bank based in another location.Thus,diagonal communication means-it is the communication between people who are neither in the same department nor on the same level oforgsnisational structure.

Diagonal communication is the least ued channel of communication.it generally takes place when members cannot communicate effectively through other channels.

E.     External Communication

Conversely external communicstion is communication between the organisationand those outside the organisation. They also communicate with other business through internet or similar systems and undertake e-business.

 

WRITTEN COMMUNICATION

MEMO

A memo is intended to inform a group of people about a specific issue, such as an event, policy, or resource, and encourages them to take action. The word “memorandum” means something that should be remembered or kept in mind.  Here’s a guide to writing readable, effective memos.

.

1.   Writing the Memo’s Heading

2.   

1

Type “MEMORANDUM” at the top of the page. State that this document is a memorandum at the outset. Label the page “MEMORANDUM” 1.5 inches from the top of the page. Put the word in bold on the first line. You can either center it on this line or left-align it. You might also choose to make the font larger for this word.^[2]

·         Double space between this line and the next line of the heading.

3.   

2

Address the recipient appropriately. A memo is a formal business communication, and you should address the reader formally as well. Use a full name and title of the person to whom you are sending the memo.^[3]

·         If you are sending a memo to the entire staff, you might write: “TO: All Employees.”

4.   

3

Add additional recipients in the CC line. The “CC” line indicates who will receive a “Courtesy Copy” of the memo. This is not the person to whom the memo is directed. Rather, this is someone who may need to stay informed about policies or issues that you’re addressing in the memo.

5.   

4

Write your name in the “From” line. The heading needs to include who is writing and sending the memo. Your full name and job title go in this line.

6.   

5

Include the date. Write the complete date, spelling out the month and including the date and year. For example, write: “DATE: January 5, 2015” or “DATE: 5 January 2015.”

7.   

6

Choose a specific phrase for the subject line. The subject line gives the reader an idea of what the memo is about. Be specific but concise.^[4]

·         For example, instead of writing, “Ants,” for the subject, be more specific by writing, “Ant Problem in the Office.”

8.   

7

Format the heading properly. The heading should be at the top of the page, aligned to the left-hand side of the page. Capitalize the words “TO:”, “FROM:”, “DATE:”, and “SUBJECT:”.

·         A sample heading would look like:
TO: Name and job title of the recipient
FROM: Your name and job title
DATE: Complete date when the memo was written
SUBJECT: (or RE:) What the memo is about (highlighted in some way)

·         When constructing the heading, be sure to double space between sections and align the text.

·         You may choose to add a line below the heading that goes all the way across the page. This will separate the heading from the body of the memo.

Part2

Writing the Body of the Memo

1.   

1

Consider who the audience should be. In order to get people to read and respond to the memo, it’s important to tailor the tone, length, and level of formality of the memo to the audience who will be reading it. Doing this effectively requires that you have a good idea of who the memo is intended for.

·         Think about your audience’s priorities and concerns are.

·         Try to anticipate any questions your readers might have. Brainstorm some content for the memo, such as examples, evidence, or other information that will persuade them.

·         Considering the audience also allows you to be sensitive to including any information or sentiments that are inappropriate for your readers.

2.   

2

Skip a formal salutation. A memo does not begin with a salutation like “Dear Mr. Edwards.” Instead, dive right into your opening segment that introduces the matter you’re discussing in the memo.^[5]

3.   

3

Introduce the problem or issue in the first paragraph. Briefly give them the context behind the action you wish them to take. This is somewhat like a thesis statement, which introduces the topic and states why it matters. You might also consider the introduction as an abstract, or a summary of the entire memo.^[6]

·         As a general guideline, the opening should take up about one paragraph.^[7]

4.   

4

For example, you might write: “As of July 1, 2015, XYZ Corporation will be implementing new policies regarding health coverage. All employees will receive health coverage and will make a minimum of $15 per hour.”

5.   

5

Give context for the issue at hand. Your reader may need some background information about the issue you’re addressing. Give some context, but be brief and only state what is necessary.^[8]

·         If it’s relevant, continue your memo by stating why the policy is being implemented. For example, you might write: “The county government voted to require all employees in the county to receive a $15/hour minimum wage.”

6.   

6

Support your course of action in the discussion segment. Give a short summary of the actions that will be implemented. Give evidence and logical reasons for the solutions you propose. Start with the most important information, then move to specific or supporting facts. State how the readers will benefit from taking the action you recommend, or be disadvantaged through lack of action.

·         Feel free to include graphics, lists, or charts, especially in longer memos. Just be sure they are truly relevant and persuasive.^[9]

·         For longer memos, consider writing short headings that clarify the content of each category. For example, instead of stating "Policies," write "New policies regarding part-time employees." Be specific and brief in every heading so that the basic point of your memo is apparent to the reader right away.

7.   

7

Suggest the actions that the reader should take. A memo is a call for action on a particular issue, whether it is an announcement about a new company product, new policies regarding expense reports, or a statement about how the company is addressing a problem. Restate the action that the reader should take in the closing paragraph or sentence.

·         For example, you might write, “All employees must use the new accounting system by June 1, 2015.”

·         This can also include some evidence to back up your recommendations.

8.   

8

Close the memo with a positive and warm summary. The memo’s final paragraph should restate the next steps to address the issue at hand. It should also include a warm note that reiterates the solidarity of the organization. ^[10]

·         You might write, "I will be glad to discuss these recommendations with you later on and follow through on any decisions you make."

·         You might end with something like, “We are excited about the expansion of this product line. We’re confident that this will grow our business and make this company a more sustainable business.”

·         This should generally be one to two sentences in length.

Part3

Finalizing the Memo

1.   

1

Format your memo properly. Use a standard format for your memo to ensure that it is easy to read. Use a 12-point font such as Times New Roman or Arial. Use one-inch margins on the left, right and bottom sides.

·         Use block style paragraphs. Double space between paragraphs. Do not indent each paragraph.

2.   

2

Proofread your memo. Review and edit your memo to make sure that it is clear, concise, persuasive, and free of errors. Check that you are consistent in the type of language that you use. Eliminate unnecessary scholarly words or technical jargon.

·         Review for spelling, grammar, and content errors. Pay particular attention to names, dates, or numbers.

·         Check that it is not excessively long, and cut out any extraneous material.

3.   

3

Handwrite your initials by your name. A memo does not include a signature line. But you should initial the memo with a pen in the header. Write your initials next to your name. This indicates that you have approved the memo.^[11]

4.   

4

Use memo letterhead. You may have special letterhead designed for memos, or you might use regular business letterhead.

·         If you are creating a digital document (to use for emailing, for example), you might want to create your own letterhead in a Word document that has your company logo and basic contact information. Use this as your memo template for every memo you send out.

5.   

5

Choose your method of delivery. Determine the best way to distribute your memo. You may want to print out hard copies of the memo and distribute it this way. You may also send it via email.

·         If you send your memo via email, you might want to format your email in HTML. Alternately, you can save your memo as a PDF and attach it to your email.

Part4

Using Memo Templates

1.   

1

Search for memo templates. Consider whether you want to use a template instead of writing a memo from scratch. If so, your first course of action should be to search online for some good memo templates. Microsoft Word also has memo templates. Templates generally all share the same basic formatting, but they may use different fonts, sizes and designs.^[12]

·         Download the template that best fits your needs.

·         Be sure to read the terms of use before using any templates from a web source.

2.   

2

Open your downloaded template on your computer. After you have pressed the download button, the template will automatically download into your computer or may take few steps to start download. It is downloaded as a zip file, so you need to unzip the file and then open it in Microsoft Word.

·         It’s a good idea to use the latest version of Microsoft Word in order to ensure that you will not run into any unforeseen software problems and that the template will operate as it was designed to function. If you are operating on an older version of Microsoft Word, simply update your software before downloading any templates.

3.   

3

Set up your header. Keep in mind that everything on the template is changeable. You can customize every part of the memo template to fit your particular needs. For instance, you can add your logo and copyright sign in the header section of the template. Just click on the header section and type in your company’s information.

4.   

4

Fill in the fields in the template’s header. Be sure to fill in the "TO" and "FROM" fields, as well as "CC" and "SUBJECT” fields. Use caution when filling these fields to ensure that you have not skipped over any field, leaving some of them blank, or that you have not made an error in typing somewhere along the way.

5.   

5

Type your message. Write the introduction, context, discussion and summary parts of your memo in the body. If you want, you can use bullet points or lists to organize information.

·         Maintain the template’s formatting. This will ensure that your paragraph alignment is proper and you have the correct margins and font size.

·         If necessary, you can even customize the memo to use a table. This is sometimes a good idea, especially if using a bullet list or something similar makes the memo look too crowded or difficult to read.

·         Make sure that you have deleted any words that were already in the template. Also, carefully proofread your memo before sending it.

6.   

6

Make sure to check the footer. The footer is the space at the bottom of the page that often has additional information. You might include your company information or personal contact information here. It is important that you take the time to ensure that this information is correct. The last thing you want to have happen is to write an excellent memo and then have incorrect contact information or have that information missing altogether.

7.   

7

Customize your look. One of the most appealing things about the template is that you can even change the color of the document. This allows you to exercise a certain degree of personality and makes the entire document stand out more precisely. It also allows you to choose a color that is appropriate for the situation at hand in order to ensure that the memo is visually striking, yet professional.

8.   

8

Save your memo as a unique document. Be sure to save a copy of this memo. Then you will have a digital back-up document that provides proof of your business communication.

9.                  

9

Save the template so that you can use it again. Whenever you need to use the memo for a slightly different subject in the future, simply change each field to suit the particular memo subject. This will save you time and will also help you create a consistent memo that is professional and that will get the attention of people so the memo will be read in a prompt manner.

 Memo to Customers

To: Customers of Chloe’s Cupcakes

From: Dan Lionel, Public Relations Liaison

Date: May 12, 2012

Subject: Publication of Nutrition Facts

Due to extensive customer feedback, we at Chloe’s Cupcakes would like to demonstrate our commitment to making healthy choices by publishing nutrition information for all of our baked goods. Although our stores would not be required by law to provide the nutrition facts of our products, we agree that customers should have access to as much information as they desire before making a purchase.

We are confident that that you, the customer, will feel better about choosing Chloe’s Cupcakes once you are aware of these facts. We are committed to use the best locally grown ingredients in our baked goods, and we freshly prepare all of our desserts each morning. Moreover, we have a line of vegan treats that substitute some of the highest-calorie ingredients in non-vegan goods with healthier options—while still delivering great flavor. For those customers who are looking to splurge, we have an exquisite selection of decadent treats too, including our famous crème brûlée macaroon sundae.

All of our nutrition information will be available online, along with a list of ingredients and possible substitutes for those with dietary restrictions. We will also provide pamphlets in stores with the same information, to be updated periodically. As it is cumbersome to obtain accurate nutritional analyses of handmade food products, we are unable to guarantee access to nutritional information for seasonal flavors and promotional items.

Best,

Dan Lionel

 

 

 Memo to Boss

To: Joe Campos, VP of Sales

From: Kate Chaplain, Senior Sales Associate

Date: April 5, 2013

Subject: Quarterly Review

Mr. Campos,

I’ve attached my quarterly review report to this email, but I also wanted to quickly discuss the trends I’ve noticed in our sales data over the past few months.

We’ve sold over 10,000 new memberships over the past quarter, which is a 22% increase from Q4 of last year. Our data analysis shows that this upswing corresponds with the creation of company pages on various social media sites, including Facebook and Twitter, which allows more people to connect with us virtually. In fact, over half of our new memberships were purchased from links that were posted on our Facebook and Twitter profiles.

We’ve also had an 82% renewal rate in memberships that were set to expire in Q1. This is 16% higher than our renewal rate in Q4, which suggests that our new program—having sales associates contact members directly about renewing their memberships—is working even better than we had expected.

Unfortunately, we haven’t seen the same rapid growth in the purchase of family memberships. While the number of FMs has increased by 2% over last quarter’s numbers, I believe we can get that number even higher. I’ve listed some suggestions in my report, but I would also like to add it to the agenda for our quarterly review meeting later this week.

Please let me know if you have any questions.

Best,

Kate Chaplain

Senior Sales Associate

Body Rock Fitness

 

 

Memo to Coworkers

To: All Staff and Interns

From: Ana Lucily, Executive Assistant to the President

Date: July 15, 2012

Subject: Dishes in the Sink

It has come to our attention that there has been a pile of unwashed dishes that accumulates in the sink by the end of each week. It has gotten so bad that washing one’s hands in the kitchen sink becomes an uncomfortable undertaking. Therefore, we are introducing a new policy that mandates that employees wash their dishes as soon as they are done with them, keeping the sink clear for other uses.

If you do not have the time to wash your lunch container or coffee mug, leave it by your desk until you are ready to wash it. Even two or three dirty plates will encourage every person thereafter to leave their unwashed, food-stained dishes and silverware in the sink. Conversely, studies have shown that when a sink is empty, people are more likely to wash their dishes immediately.

Thank you for your cooperation!

Best,

Ana Lucily

How to write notice and circulars

Introduction

Notice   writing is an important part of English writing course in many education boards including CBSE. Notices are used in our life in many ways .Thus it is essential for us to understand utility, features and syntax of a good notice.

Utility

Suppose you lost your watch in school playground; you can place a notice on school notice board to appeal to return it to you. Your teachers can put a notice here to inform about exam dates, change in syllabus, essay competition or educational tour to Jaipur etc.

            You must have seen “public notice” in newspaper given by government, lawyers or some company. These bring public attention to some important issues. Interested viewer of a notice can be specific like student of a school or general like readers of a newspaper. Notices are actually needed to be pasted, clipped or published at a place where many interested persons visit to look for information. This place can be notice board of a school, reception desk of an office, bank, court, Websites of govt. department or any company, notice column of a newspaper or any other place where people come frequently.

   

Features

A good notice should have following features

1) Brief: a notice should provide information in minimum number of words .About 40 to 50 words are enough. Sentences should be short. No repletion; No introduction; only to the point information.

2) Complete: Notice should provide complete information. If you are writing notice about sports competition, it should tell about participation criteria like age limit, fees if any, Date, venue, chief guest, prize etc.

3) Authority : Notice must include name of authority who is issuing the notice. It can be you (as in the case of watch lost in school playground), teacher, principal, manager of bank, secretary of departments etc.

4) Clarity:  There should not be any ambiguity in the information. Message should be straight forward.

Thus brevity, completeness and clarity are the main ingredients of a good notice.

Syntax  

A notice has three parts- head, body and authority /contact person

1)      Head  it is the eye catcher. It tells the main topic or issue of the notice.

Example:   a) notice- dance competition.

                  b) notice- Annual magazine of school

                  c) notice- sports competition.

                  d) notice- change in interest rates of bank.

2)      Body  all information is provided here

3)  Authority /contact person  Name or/ and signature of notice issuing authority should be included in the end. If notice requires meeting with someone to submit name, paper or other things, contact person name, phone and meeting place and time should also be included. Contact person is also required for further clarification and information.

Examples

Q1) you are siddhart, head boy of KGIL international school. Your school is publishing annual magazine next month. Write a notice for your school notice board and invite write ups from the student.

Ans)

Notice – Annual Magazine Our school is publishing annual magazine next month. Interested students can submit their articles, stories, essays, poems, jokes, etc to the undersigned in room no 205, in 4thperiod before 15th of this month. Mention your name, class, roll no, and also submit one photograph. Write up should be original. In choosing content decision of selection committee will be final. Siddhart Head boy – KGIL international school

Q2) you are secretary of Mahatma Gandhi library. There are changes in membership fees and book rental charges from next month. Write a notice for library notice board to provide all these information to the members.

Ans)

Notice –change in membership & rental charges.             Our library is the oldest and the biggest in the city. We are increasing many facilities like Internet and online booking. We are committed for quality. So, in this atmosphere of inflation we are compelled to increase membership fees by 25% and book rental charges by 20% w.e.f . first day of the next month. I hope you’ll bear with us. Secretary Mahatma Gandhi library.

Q3)You are Rohit Saxena, head boy of Ram convent school. Your school is organizing a dance competition. Write a notice for your school notice board and invite names of interested students.

Ans)

Notice-Dance competition Our school is organizing a dance competition on 10-10-2011 in school auditorium. Minimum age limit is 13 years. No registration fees. Winners will get chance to represent school in inter-school competition in December. (Judges panel include principal and music teacher) Interested students meet undersigned in 5th period in room no-21. Rohit  saxena Head boy- Ram convent school

CIRCULAR

Circular and notice are similar. The only difference is that circular is not placed at a notice board or some public portal. It can be written in a register or file and circulated to all interested members. It is made sure that it is brought in the notice of every member.

From the examination point of view both, Notice and circular, are same.

3) HANDLING MEETINGS

WHAT IS A MEETING

The meeting is an assembly of persons whose consent is required for anything to decide, expressing their consent by a proper majority of votes, whether or not that thing should be done. The expression in its individual sense means a conglomeration of the meetings held in a particular sessions and sometimes is equated with the session. It is wide enough to embrace not only one sitting but all the sittings within a particular session.

Law abhors looseness. Definition in law is essentially a process of crystallisation. Definition would aim to find out the uniform content and meaning of the term. In legal system, therefore, effort must be made to define a term with some basic uniformity. More importantly, it is essential to avoid confusion in thought and idea. As already pointed out, the term intakes several shades and in fact its common use bristles with several shimmering social experiences.

According to Mozley & Whitley’s Law Dictionary,
Meeting means a gathering or assembly of persons convened for the conducting of business, i.e. of a company, or relating to the affairs of the bankrupt. Such meetings include Statutory Meeting, Annual general meeting and extraordinary general meeting.

A meeting must do corporate act- The principle that corporate or collective act must be done by “meeting” has universal acceptance. The cases have tried to find out the validity of ‘an act’ or ‘resolution’ or of a proceeding or transaction and in its search have decided whether a particular meeting could be treated as a ‘meeting’ in law. As far as Indian law is concerned, it appears clearly settled that unless a validity called meeting has met, its act cannot have legal force. Invalidity may creep in several ways and would affect the constitution of meeting itself.

Sometimes it is thought that why meeting is important. Because of the fact that the company is an artificial person so it cannot do any act by itself. It must act through some human intermediary. In absence of any human, no meeting is possible. Law empowers the members to do certain things. This right is reserved for them to do the act in company’s general meetings.

REQUISITES OF A VALID MEETING-
There are various requisites of a valid meeting. For every meeting in order to be valid, it must be -
1. Duly convened
2.  Properly constituted and
3.  Properly conducted

Duly convened means convened by the proper authority. The proper authority to convene the meeting is the Board of directors, share holders or Company Law Board. A proper and adequate notice must have been given to all those who are entitled to attended the meeting.

For a meeting to be properly and legally constituted there must be proper quorum, a proper person in the chair and proper compliance with the relevant provisions of the Articles of Association and the Act.
Proper conduct of the meeting means that proper rules for ascertaining sense of the meeting should be there. The rules for discussion and order in debate must be observed. The proceedings should also be recorded properly.

KINDS OF MEETINGS
There are various kinds of meetings. They are:
1. Share holders meeting
          a) Statutory meetings
         b) Annual general meeting
         c) Extraordinary general meeting
         d) Class meetings

2. Board meetings

3. Meetings of committees of the Board

4. Meetings of Debenture holder

5. Meetings of the creditors
a) For the purpose other than winding up
b) For winding up
6) Meetings of contribution in winding up

1. STATUTORY MEETING

The first meeting of the shareholders of a public company is called as the statutory meeting. It has to be called within six months from the date on which the company is entitled to commence business, but it cannot be held within one month from that date. It is so because of the requirement of Section 165 of the Company Act.

2. ANNUAL GENERAL MEETING (AGM)

It is an annual meeting of body of members. Every company is required to call at least one meeting of its shareholders each year. This meeting is known as annual general meeting. Every company whether public or private, having share capital or not, limited or unlimited must hold this meeting. The first annual general meeting of a company must be held within eighteen months from the date of its incorporation, and then no meeting will be necessary for the year of incorporation and the following year. Like for example, if a company is incorporated in January 1960, its first annual general meeting should be held within eighteen months, i.e., up to June 1961 and then no meeting will be necessary either for 1960 or 1961. Therefore, one annual general meeting must be held every year. The gap of one meeting and the next should not be more than fifteen months. The Act provides no provision for the deferment of the first AGM.

If a company fails to hold this meeting, two consequences will follow. Firstly, any member can apply to the CLB and latter will order the calling of the meeting. An application can be made by any member under Section 167 of the Act. This means that a company is not competent to invoke the provisions of Section 167 because a company cannot seek directions against itself. The CLB can give any ancillary or consequential directions which it thinks expedient in relation to the calling and conducting of the meeting. A meeting held in pursuance of this order will be deemed an annual general meeting of the company. This power has been vested exclusively in the CLB. The court cannot exercise it even under its inherent powers.

Secondly, the failure to call this meeting either generally or in pursuance of the order of the CLB is an offence punishable with fine. The penalty is imposed upon the company as well as every officer “who is in default”.

The registrar has been given the power, for any special reason, to extend the time for holding an AGM for a period of only three months. But the time for holding the first AGM of a company is never extended.

IMPORTANCE OF AGM

AGM is an important institution for the protection of the shareholders of a company. The ultimate control and destiny of a company should be in the hands of its shareholders. Thus, shareholders should meet together at least once in a year to review the working of the company. This meeting affords that opportunity. It is in this meeting that directors will come up for re-election. Auditors retire at this meeting enabling the shareholders to consider whether they should be re-appointed or replaced. Dividends are declared at this meeting. Chairman delivers a speech listing the advances of the company during the year. Directors have to present annual accounts for the consideration of the shareholders. A failure to present the accounts is a punishable offence. The shareholders can ask any questions relating to the accounts or affairs of the company.

3. EXTRAORDINARY GENERAL MEETING

Clause 47 of Table A provides that all general meetings other than AGM shall be known as extraordinary general meetings. The Board may call for such type of a meeting as and when required. An extraordinary general meeting also becomes necessary on requisition, for Section 169 provides that on requisition of a given number of shareholders the directors must forthwith call a meeting. The requisition must be signed by the holders for at least one-tenth paid-up capital having the right to vote on the matter of requisition.

When a requisition is deposited at the registered office of a company the directors should, within 21 days, move to call a meeting and the meeting should be actually held within 45 days from the date of the requisition. In case the directors fail to do so, the requisitionists can do so and later ask for the expenses they have incurred from the company. The requisitionists cannot approach the CLB under Section 186 for an extraordinary general meeting without first trying to call a meeting themselves.

                               

                                   

                                   NOTICE

Another important requirement of a meeting is the notice which is given to the members of the meeting. The word ‘notice’ means and connotes giving of information. However, it has a technical meaning in the law of meetings and is the base of the rule that summons should be issued to all those who have right to participate in the meeting. The notice has to specify the time, place and date of the meeting, as well as its purpose. The Agenda is the necessary part of the notice and it either accompanies the notice or is detailed in the body of the notice itself.

KINDS OF NOTICES

Notices may be oral, written, or in the form of an advertisement. It is usually advisable to give written notice even where oral evidence is sufficient in law; and as to notice by advertisement this form is usable where the interested party can be traced or where it is prescribed by any statute or rule.

FORM OF NOTICE

The notice of the meeting should be issued in a form if prescribed, therefore, by the bye-laws or the rules of the organisation. The issuance of the notice is a ministerial act, but it is to be done under the authority of the Chairman, Committee or the Registrar as the case may be; and the form or the contents must disclose the same.

WHEN NECESSARY

When meetings concern elected or other properly constituted bodies, due and adequate notice must be given to every member of such body, and the rules or regulations of that body must be strictly observed on all matters appertaining to the authority to issue, attestation of, and particular methods prescribed for, the service of notices.

GENERAL PRINCIPLES

When notice is necessary, the following general rules must be observed:--

1. Every person entitled to attend the meeting must be summoned, unless he is beyond reasonable summoning distance or is too ill to attend.
2. The notice must be frank, clear and free from trickiness, and if any special business is to be transacted, this must be clearly stated.
3. The notice must be strictly served in accordance with the regulations of the body on whose behalf it is given, and if any particular method is prescribed but the Act of Parliament this must also be observed.
4. The appropriate body at a subsequent meeting may ratify an irregular notice.

In case of meetings, it must be kept in mind that no business of an important nature is omitted from the notice. The notice must be definite as a contingent notice is not a sufficient notice.

Notices are not scrutinized with a view to criticising them excessively. The true test would appear to be the meaning, which they would convey to ordinary minds; the courts do not examine them to find defects in them.

The following illustration emphasizes the importance of this principle.

The notice convening an extraordinary meeting for the purpose of altering the articles of the company stated that such articles would be sent to any member on request. The new articles contained among other things, clauses confirming an agreement by the directors to pay one of the managing directors a pension, granting an indemnity to each director for loss of office and power for the directors to borrow up to 150,000 pounds. It was held that the notice was insufficient, because the nature of alterations was not specified therein, and that as the meetings were irregularly convened the resolutions thereat were invalid.

Another important thing is that no fresh notice is required for an adjourned meeting which in law is only continuation of the original meeting and which has the same agenda of previous meeting even though the time and place are changed, unless the adjournment was sine die where the fresh notice is necessary. However, if a meeting has once been properly conveyed, it cannot be postponed by a subsequent notice.

                             

                           

                         AGENDA

Agenda literally means the things to be done; hence, it denotes the programme or list of business to be transacted at a meeting. It is a simple statement of subject or matters to be considered at a meeting. Therefore, Agenda by its etymology is a list of matters to be dealt with at a meeting and connotes things to be done. As a rule, the business of the meeting has to be transacted in the order in which it occurs in the agenda, circulated to the members. It is the function of the chairman to follow the business in the order given in the agenda. However, he can change or vary this order with the consent of the meeting. Agenda is generally constituted of two types of business, one called ordinary and another called special business, and both require ordinary and special resolutions respectively. The business has to be transacted as pointed earlier by given majority of votes.

NECESSITY OF AGENDA

With regard to the meetings of any body or society where the transaction of business is necessary, the preparation of agenda is indispensable. By calculating this prior to the meeting members have an opportunity of considering beforehand the business to be transacted. Great care and precaution should be taken in the compilation of agenda, for if it is well drawn up and includes all the business that is to be conducted at the meeting, it will facilitate the disposal of business thereat, and tend to create a harmonious feeling among all concerned.

Another safeguard to ensure that everything of importance appears on the agenda is to give every member an opportunity of notifying the secretary on any matters he wishes to include; as to whether the particular item should appear on the agenda is a matter for the official or committee responsible for the agenda to decide.

FUNCTIONS OF AGENDA

The function of the agenda is to disseminate information concerning business to be discussed or transacted at the meeting. As the notice of the meeting state with sufficient clarity the purpose of the meeting, so as the agenda, which is normally sent with the notice, or forms the part of the same document. A good agenda would not only consist a list of items, but would also amplify the headings with a brief note to give guidance as to what precisely the meeting is intended to discuss and form decisions upon. A carefully prepared agenda not only conduces to an efficient and harmonious ordering of the meeting, but by its subsequent integration in the minutes, forms, as it were, the structure on which the decisions noted thereon is based.

Agenda is thus the pivot upon which the discussion centres round, in a meeting. It is circulated in advance and thus serves the purpose to give time to those who are entitled to discuss the particular topics and to make up their mind pertaining to it. The agenda is usually followed in the matter of dispatch of business by the Chairman in the meeting and ordinarily forms part of the notice itself.

The agenda be prepared under the direction of those authorized to convene the meeting and will set out in chronological sequence the various items of business to be transacted and the matters for discussion. These may include-
1. Appointment of Chairman
2. Reading of correspondence relating to the meeting
3. Reading and verification of the minutes of the preceding meeting
4. Adjourned business
5. Laying reports and accounts before the meeting for adoption or approval
6. Special business as indicated in the notice of the meeting
7. Consideration and discussion of motions the terms of which should appear
8. General business

GUIDELINES FOR PREPARING AGENDA

There is no fixed pattern or order in which the items of business to be transacted at a Board of Meeting should be listed in an agenda. Basically an agenda consists of a list of items, but preferably there will be included a brief note of guidance as to what precisely the meeting is intended to discuss and form decisions upon.

In preparing an agenda of a Board meeting, the following guidelines may be kept in mind:

1. Divide the agenda into two parts: first part containing usual routine items; second part containing other or non routine items.
2. For each item of the agenda give an explanatory note followed by the resolution proposed to be passed. The explanatory note should explain in sufficient details the proposed resolution, with requisite references to the provisions to the Companies Act, AOA, other relevant documents, previous Board or general meetings.
3. Give a consecutive serial number for each resolution to facilitate quick location and preparation of Index.
4. The last item should be another business with the permission of the Chair.

                                        QUORUM
Quorum denotes the minimum number of members of a body of persons whose presence is necessary in order to enable that body to transact its business validly, so that its proceeding may be valid. It is generally left to the committee themselves to fix the quorum of their meetings.

No meeting of any organisation or body can be held unless there is a proper quorum, i.e. a minimum number of members who must be present before any business can be transacted and its act may be legal. The term ‘meeting’ means the lawful assemblage of the number or proportion of members necessary to make a quorum; therefore, the terms meeting and quorum are in a sense synonymous terms.

                          OBJECT OF QUORUM

The object of the quorum rule is to ensure that business which may be of first rate importance shall be done neither irregularly nor by too small a number of persons who might, moreover, abuse their powers. In the case of shareholders, sometimes the numbers of shares as well as the holders themselves count in the direction of quorum. So a specified number must, in this case, hold a certain amount of share capital of the Company before the quorum is made.

The purpose of having a quorum is to permit a stated proportion of the membership to transact the business of the body, recognising the impracticability of securing the attendance of all the members at any of its meetings.

When no specific quorum is required by Statute or the regulations governing the particular meeting, the common law rule is that in the absence of special custom, a major part of the members must be present at the meeting and of that major part there must be a majority in favour of the act or resolution. This is obviously a wise and necessary precaution against inadequate representation, since all the members of an organised body are bound by the resolution of a meeting, even though they do not attend the meeting.

In case of companies, however, the growing practice of voting by proxy and of neglecting to attend the general meetings has resulted in a modification of the common law rule regarding quorum. The quorum is usually fixed at a number much smaller than the major part of the members.

For public meetings, there cannot be a fixed number to form a quorum, as there is no limit set to the number of persons who may attend such meetings. It is, therefore, desirable that a fairly large number of persons should be present before the proceedings are commenced.

Therefore, the basic and fundamental object of having a quorum is to permit a stated proportion of the members to transact the business of the organisation or body, recognising the impracticability of securing the attendance of all the members at any of its meetings.

                         ABSENCE OF QUORUM

It is not competent in the absence of quorum for the members of a meeting which has previously been duly constituted to person’s ministerial acts, unless such acts have been previously authorized by the corporate or other body concerned.

Any business transacted at a meeting while a quorum is not present is invalid. However, if a company’s articles provide, inter alia, that no business shall be transacted at any general meeting unless a quorum is present “when the meeting proceeds to business” and there is in fact a quorum at that time, the subsequent departure of a member thereby reducing the number below the quorum does not invalidate the proceedings after his departure.

               EFFECT OF FAILURE OF A QUORUM

If no quorum is present, then there is no meeting and the proceedings are invalid. However, acts done creating rights in favour of third parties at a meeting without a quorum being present would not affect the rights of such third parties, provided they had no notice of the irregularity (e.g.- debentures issued at a meeting of directors where there was an insufficient quorum. If a meeting has reached decisions which are acted upon and treated as valid by all concerned, it is not within the competence of a person not concerned at a time, to seek to invalidate the proceedings because of the lack of quorum.

                                 MINUTES

Minutes are the records of what transpired at the meetings. It is compulsory and mandatory under the law that the Minutes Book should be maintained and should be kept open for inspection by every member or shareholder at the company’s office. Such Minutes Books are to be maintained not only of the meetings of the shareholders, but also of the meetings of the Board of Directors. It is stated by Talbot (Company Meetings) that only resolutions and decisions should normally be recorded in the Minutes. The minutes are an official record of what was done and is distinguishable from the report. Minutes should be concise, free from ambiguity, contain the exact wording of all resolutions passed and sufficiently detailed so that a number either of the Board or of the company could by reading them, fully understand as to what was done at the meeting.

Therefore, it can be said that a minute means a note to assist the memory and the minutes of a meeting are a record of the proceedings of the business gone through at the meeting. The minutes should be recorded following the order in which business was dealt with.

                                 ESSENTIAL OF MINUTES

There are various essentials of valid minutes. They are-
They must contain names of members present.
The members’ signature must be there as a token of their attendance either in the minute book or attendance registers with a mention of their presence in the minutes.

They must also be-
· Grammatically correct
· Accurate version of what happened at the meeting
· Concise
· Clear and unambiguous
· Essential or at least useful
· Capable of being understood by the successor of the officer writing the minutes

The minutes are concerned only with the recording the fact that a meeting was held and that certain decisions were arrived at by the meeting. The minutes will accordingly state in relation to the meeting they record-
The nature of the meeting

The time and place at which it is held

How the meeting was constituted, i.e. who occupied the chair and who other persons were present

 What persons (e.g. solicitor, paid officials) were in attendance though not present as the members of the meeting.

The full terms of the resolutions adopted

Appointment of officers and their salaries

The subject matter of financial and contractual transactions considered by the meeting

Generally, all specific business upon which decisions were taken

                     MINUTES ARE OBLIGATORY

It has always been recognised as the duty of a company to keep minutes of what takes place at its general meetings. Since the validity of every transaction and decision by a company must depend ultimately on some meeting having been duly held and on some resolution having been duly passed, it is clearly necessary to keep an accurate permanent record of all meetings and resolutions of shareholders. A company can only speak, say to say, through its minutes.

The duty of keeping minutes is now made explicit in the Act, which prescribes that every company must cause minutes of all proceedings of every general meeting to be entered within thirty days of the conclusion of such meeting in the book kept for that purpose with its pages consecutively numbered as stated in Section 193 (1).

STATUTORY OBLIGATION

Under the Indian Law, the obligation as to maintaining of minutes is compulsory. Provisions of Section 193 of the Act statutorily require that, every company shall cause minutes of all minutes of every meetings of its Board of directors or of every committee of the Board, to be kept by making within 14 days of the conclusion of every such meeting concerned, entries thereof in books kept for that purpose with their pages consecutively numbered.

Section 193 of the Indian Company Act provides that every company shall cause minutes of all minutes of:-

Every general meeting
Every meeting of the Board of Directors or its Committee.

The minutes, having thus been written up after the meeting to which they relate, are read at the next following meeting, which is invited to confirm them. Confirmation is not an accurate term in this connection, but it is commonly employed. A meeting asked to confirm the minutes of the preceding meeting is simply called upon to approve them as being a true record. The process of verification is not essential, but it adds to the cogency of the minute book as evidence of what was transacted. Upon adoption of the minutes as an accurate record, they are signed for the purpose of authentication by the chairman. The signature need not be written at the meeting to which the minutes relate. When statutory regulation demands that minutes should be kept, they are given statutory force as evidence, provided, however, the statutory requirements such as signature by the Chairman are duly fulfilled. Thus, Section 145 (2) of the Companies Act, 1948 provides as regards a general meeting of shareholders that a minute if purporting to be signed by the chairman of the meeting at which the proceedings were heard, or by the chairman of the next meeting, shall be the evidence of the proceeding.

If any member disagrees with any decision recorded in the minutes, and desires to have it changed, he should according to rules move a resolution at a subsequent meeting to change it.

Where the minutes are usually printed and circulated before the holding of the next meeting, there is no need for reading the minutes at the meeting unless the majority of members present request that they be read. When minutes are not circulated to the members, they should always be read before they are signed. Minutes duly passed by the meeting and signed by the Chairman are deemed to be proof of the validity of the proceedings until the contrary is proved.

OBJECT

The object of minutes is to keep a record of decisions of any business transacted at the meeting. The basic purpose of the minutes is to show beyond doubt as to what was done at a meeting or rather what was said and done at a meeting or what were the reasons which prompted a particular decision.

ROLE OF MINUTES

Minutes should always be looked on as legal documents; they should contain no more, and no less, that what is really necessary. It is customary to record in the minute’s votes of thanks to the chairman, directors, staff, etc. This is unobjectionable on special occasions, but it too often becomes a routine, and the minutes become loaded with courtesies, which serve no purpose except to obscure the more important items.

PREPARATION OF MINUTES

The characteristics of good minutes written by the person responsible are-

a) TITLE- Title should be self contained and explanatory, brief, suitably phrased, uniform and continuity maintained and can easily be indexed.

b) RECITAL- Before recording of any resolution a brief description of the subject matter that was discussed at the meeting be given. It should state the facts of the case that was considered by the members in the meeting.

c) THINKING- the recital or resolution should reflect the thinking that influenced the members at the meeting in arriving its decision.

d) DECISION- It ought to be embodied in a resolution or recommendation and must be framed in different terms.

e) OUTSIDE FACTORS- If any outside factors has been taken into consideration while arriving at a certain decision that must be duly reflected in the minutes.

There are two classes of minutes-
Minutes of narration
Minutes of resolution
The former give an explanatory account of the business brought before the meeting, and the latter records the resolutions passed.

ESSENTIALS OF GOOD MINUTE WRITING

1. Accuracy
2. Free from ambiguity
3. Precision and conciseness
4. Completeness
5. Index
6. Use of past tense

ABSENCE OF MINUTES

Absence of minutes is of two types-

Compete absence of the minutes of the meeting
Absence of minutes relating to a particular item
Where the omission relates to meeting itself, it is assumed that whatever ought to have been transacted was in fact transacted.

Where the omission related to a particular item, the onus is upon the persons alleging the omission to prove the item. Consequently where a resolution passed has not been entered in the minutes, other evidence to prove it will be admitted.

Accordingly, an unrecorded minute may be proved “ALINUDE”.

VOTING BY PROXY

Section 176 of the Companies Act deals with voting by proxy. A member can vote either in person or by proxy. A proxy shall be allowed only if it is allowed by the Articles of the Company. A proxy shall not be allowed to vote except on a poll if it is not allowed by the company. This trend has become a trend nowadays, because of the unwillingness and inability of the shareholders to be personally at the meetings.

A proxy is a person who is a representative of a shareholder at the meetings held by a company and is known as his agent to carry out the course which the shareholder has himself decided upon. A proxy should carry out the work as instructed and directed by the shareholder. There is a relation of principal and master between them.

More importantly, accordingly to Section 176(1) of the Companies Act, a proxy has no right to speak.

The instrument appointing a proxy must be in writing and should be signed by the shareholder, and should be deposited with the company forty eight hours before the meeting. There is no provision of law requiring holidays to be excluded in computing 48 hours and, hence, forms filed on a Sunday would be valid. The proxy forms are provided along with the notice of the meeting to the members.

A proxy is always revocable. Revocation is subject to the provisions of the articles. When the revocation was communicated before the poll, but not before the meeting, it was held to be ineffective and the proxy’s vote stood. When however, there is no provision in the articles the power of revocation would be unfettered.

Proxy forms can be inspected by any member who has a right to vote at the meeting or on any resolution to be proposed at the meeting.

RESOLUTION BY POSTAL BALLOT

Section 192-A of the Companies Act deals with the postal ballot. The Amendment of the year 2000 has introduced this new section in order to pass the resolutions by postal ballot. This facility has been provided to the listed public companies and that too only for the business which the Central Government declares by notification that it would be conducted by postal ballot. In such cases, the company passes the resolution by the postal ballot method rather than transacting the business in the general meeting of the company.

The company has to send a notice to all the shareholders along with the draft resolution and carrying the explanations of reasons which necessitated the resolution. The notice should request the shareholders to send their or dissent in writing on postal ballot within the period of 30 days from the date of the posting of letter.

If the resolution is assented to by the requisite majority, then it shall be deemed to have been passed at a general meeting.

If any person manhandles or distemper with the ballot paper fraudulently as sent by the shareholders or his identity, such persons are punishable with imprisonment for six months or fine or both.

Postal Ballot would also include voting by electronic mode.

MERITS OF MEETINGS

Meetings are great for people who work best face to face. The advantage of meetings is it allows them to see the progress of what they are doing or what are others are doing in terms of everyday work or projects. Meetings are a great way to explain complex and non-complex ideas and offer a great format to exchange ideas and really think them out. Meetings are a great way to communicate lots of information a short amount of time and create a "game plan for the future ahead.”

Some of the advantages of the meetings are-
It helps in developing better solutions than any one individual can do.
It provides free interchange of ideas, thereby stimulating and clarifying thinking.
Group decisions promote more effective coordination of subsequent action plans.
The biggest merit is that meetings help in building good working relationships.