Whether the chairman of the meeting can be the secretary. Chairman and secretary of the general meeting

In a company with a number of shareholders (owners of voting shares) more than 100 a counting commission is created, quantitative and personnel which is approved by the general meeting of shareholders. If the registrar is a professional registrar, he may be entrusted with the functions of the counting board. If the owners of voting shares more than 500, then the functions of the counting commission are performed without fail by the registrar (moreover, it is the one that maintains the register of shareholders of the given JSC).

The counting commission must include at least 3 people. In addition, the counting commission cannot include:

• members of the Board of Directors (Supervisory Board) of the company;
• members of the audit commission (auditor) of the company;
• members of the collegial executive body society;
• the sole executive body of the company (usually the general director), as well as managing organization or manager,
• as well as persons nominated by candidates for the above positions.

The tasks of the counting commission include:

• verification of powers and registration of persons participating in the general meeting of shareholders;
• determination of a quorum general meeting shareholders;
• clarification of issues arising in connection with the exercise by shareholders (their representatives) of the right to vote at the general meeting;
• clarification of the voting procedure;
• ensuring the voting procedure;
• counting of votes;
• summing up the voting results;
• drawing up a protocol on the results of voting and transferring it to the archive together with voting ballots.

The order of work, status and powers of the counting commission in JSC, as a rule, are regulated by a separate local regulation... It is approved by the general meeting of shareholders and is one of the main documents of the organization. In our opinion, it should contain and General requirements to the procedure for drawing up the protocols of the counting commission. There can be two of them:

• the first minutes - on the results of registration of shareholders at the general meeting (this document is needed primarily to determine the quorum on the agenda of the meeting);
• and, of course (in accordance with the requirements of Art. 62 of the Federal Law "On JSC"), there is a protocol on the voting results, on the basis of which a report on the voting results is drawn up. The minutes on the results of voting at the general meeting shall be signed by the members of the counting commission, and if the functions of the counting commission were performed by the registrar, by persons authorized by the registrar. If the number of shareholders less than 100, then the counting commission may not be created; then such minutes are signed by the chairman of the meeting and the secretary.

Registration of shareholders and their representatives

The general meeting of shareholders is always preceded by the registration of participants. Within the framework of this procedure, the powers of persons who have expressed a desire to take part in the general meeting of shareholders (GMS) are established. Registration of persons participating in the OCA must be carried out at the address of the venue of this meeting. The registration process is essentially a process of identifying arrivals by comparing the data contained in the list of persons eligible to participate in the OCA with the data of the submitted documents.

If the interests of shareholders are represented by proxies, then their powers should also be checked - the documents submitted by them are checked formally:

1. When it comes to powers of attorney, then you need to install:
2. If we are talking about the person acting as the sole executive body (IO) of the legal entity-shareholder, in addition to his identity (by presenting a passport), it is necessary to check:
   • the title of the position and powers of such an official. This can be established according to the charter of the shareholder organization (usually a notarized copy of it is presented);
   • the fact of the appointment of a person who has come to you at the meeting to the position indicated in the charter as the CEO. Depending on the organizational and economic form, you can present a protocol or a decision of an authorized body (for LLC - a general meeting of participants, for a JSC - a general meeting of shareholders or the Board of Directors, for an institution - a decision of the founder), as well as an extract from it. Additionally, you can ask to submit an extract from the Unified State Register of Legal Entities, confirming the fact of entering this information into it. However, it must be remembered that the registry only has informational character and the main document is the protocol of appointment;
   • if the CEO is limited in powers, then in addition to documents confirming its authority to represent the interests of a legal entity without a power of attorney, there must also be a protocol of the higher body of the legal entity-shareholder having the authority to make decisions. Moreover, such a protocol should contain the exact wording of the agenda items and a decision on how to vote on them.

Example 14

The transfer of the shareholder's right to participate in the General Meeting of Shareholders to the representative is fixed in the Regulations on the General Meeting of Shareholders of OJSC "Kulebaksky Plant of Metal Structures"

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Article 28. Transfer of the right to participate in the general meeting of shareholders

1. The transfer of rights to a shareholder's representative is carried out by issuing a written authorization - a power of attorney.

2. A shareholder has the right to issue a power of attorney both for all shares belonging to him and for any part of them.

3. A power of attorney can be issued both for the entire range of rights provided by the share, and for any part of them.<...>

8. A shareholder has the right at any time to replace his representative and personally exercise the rights provided by the share by terminating the power of attorney. The shareholder has the right, without terminating the power of attorney, to replace his representative and personally exercise the rights provided by the share<...>

If the representative's power of attorney is revoked in the specified manner, he cannot be registered for participation in the general meeting of shareholders.

Samples of general, special and one-time power of attorney, as well as a power of attorney for English language with apostille and its translation into Russian, general rules You will find the execution of this document in the article "We issue powers of attorney to represent the interests of the organization" in No. 10 ’2011 and No. 11’ 2011

Now we give examples of two powers of attorney:

• for the simple case when one authorized person fully represents the interests of the shareholder at the GMS without any restrictions (see Example 15), and
• for a more complex one, when the transfer of authority is carried out only for a part of the shares (see Example 16).

These powers of attorney differ slightly in the way some details are placed. In both, the text is divided into semantic paragraphs, which does not correspond familiar rules Russian language, but it allows you to quickly find key information: who, to whom and what entrusted it (this option for issuing a power of attorney is increasingly common).

Pay attention to the details that are used to identify the organization and the individual who appear in the power of attorney.

But the law does not require the signature of the trustee in this document (without it, the power of attorney will also be valid), just its presence will help to additionally protect against fraudulent actions, because allows you to compare the sample signature in the power of attorney with the strokes that the representative will put on other documents.

Example 15

Power of attorney to participate in the OCA - general case

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Example 16

Power of attorney for the transfer of powers in respect of shares

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The composition of the participants in a meeting held in the form of joint attendance is recorded by filling out Participant registration log(Example 17). In the event that shareholders send ballots to the company (instead of personally attending the meeting), it seems expedient to draw up list of registration of received ballots, which reflects the dates of their receipt (according to the latest date on the imprint of the postmark). In addition, compiled minutes of registration of participants in the general meeting of shareholders(Example 19). Requirements for the form and content of the registration forms listed by us here are not established, therefore each JSC is free to develop them for itself, following common sense (you can use our samples as well).

We note only a number of information that is advisable to include in the Register of Participants of the OCA due to:

• in the messages about the meeting, the time of the beginning of registration must be indicated (clause 3.1 of the Regulations). Fixing the actual time of the beginning of registration in the Journal will help to confirm that registration began at the time indicated in the notice of the OCA. See Note 1 in the Journal from Example 17;
• in accordance with clause 4.6 of the Regulation “registration of persons participating in the general meeting held in the form of a meeting must be carried out at the address of the place where the general meeting is held”. The indication of this address in the Journal will serve as an additional confirmation of compliance with these requirements. See note 2 in Example 17;
• the fact of checking the identity documents of those who arrived at the meeting (i.e., the fulfillment of clause 4.9 of the Regulations) will additionally confirm the presence in the Journal of a filled column marked with number 3 in Example 17;
• a personal account is opened for each person registered in the register of shareholders - the owner, nominee, pledgee or trustee. It contains data not only about the registered person, but also about the type, quantity, category (type), state registration number of the issue, nominal value valuable papers, numbers of certificates and the number of securities certified by them (in the case of a documentary form of issue), encumbrance of securities with obligations and (or) blocking of transactions, as well as transactions with securities. The procedure for assigning numbers to personal accounts is determined by the internal documents of the organization that maintains the register of shareholders. See Remark 4 in Example 17.

Ballot paper

If in JSC more than 100 owners of voting shares, then voting at the annual meeting of shareholders of the company must be carried out without fail using voting ballots... If the number of shareholders is less, you can do without them, but it should be noted that if more than 7-10 people participate in the meeting, then the use of ballots, in our opinion, will already justify itself. Firstly, it speeds up the voting process itself, and secondly, it reduces the risk of confrontation between shareholders and the public about their actual will expressed during the voting.

The current legislation (paragraph 2, clause 2, article 60 of the Federal Law "On JSC") provides that if the company more than 1000 shareholders, then newsletters should be sent to them in advance. .

If there are fewer of them, then the requirement for mandatory mailing can be fixed in the charter of the JSC. Timely distribution of ballots in small societies can increase the level of trust in the governing bodies, and in large ones, it can significantly simplify the counting of votes. In addition, paragraph 3 of Art. 60 of the Federal Law "On JSC" for those who send out ballots, makes a certain indulgence: the shareholders of these JSCs will be able to take part in the meeting in person or send the completed ballots to the company for absentee voting (when determining the quorum and summing up the voting results, votes represented by ballots will be taken into account received by JSC no later than 2 days before the date of the OCA).

In all other cases, ballots are distributed during registration of shareholders at the GMS.

Example 18 demonstrates how to fill out the ballot in regular voting (agenda items 1, 2 and 3) and cumulative (issue 7).

Example 18

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Procedural Issues

• elect the Chairman of the meeting;
• the secretary of the meeting, as a rule, is appointed by the presiding officer, but a different procedure may be prescribed in the charter or other document of the joint-stock company (clause 4.14 of the Regulations);
• choose a counting commission that can operate during one meeting or, for example, a whole year; the functions of the counting commission can also be performed by the registrar keeping the register of shareholders of this JSC; Recall that if a JSC has less than 100 shareholders, then its functions can be performed by the chairman and secretary of the meeting.

Let us dwell separately on the problem of reflecting a number of procedural issues in the OCA protocol and the bulletin. The most common of these is the election of the Chairman and Secretary of the meeting. There are several options, but their choice is not arbitrary. It depends on the order that is set out in its Charter.

By general rule election of the President, the secretary of the annual OCA cannot be performed on himself; the duty to preside over the GMS is assigned by law to the Chairman of the Board of Directors, unless otherwise provided by the Charter; and the procedure for performing the functions of the Chairman in his absence is determined by the local regulatory act of the JSC (for example, the Regulation on the Board of Directors). Thus, if there is no special clause in the Charter that the Chairman should be elected at the annual GMS, then there can be no question of any vote on his candidacy. The annual meeting is chaired either by the Chairman himself or, in his absence, by a person performing his functions in accordance with internal local acts.

The situation with secretary before the entry into force of the Regulation was rather confused. However, now it is clearly regulated by clause 4.14 of this document: "The secretary of the general meeting is appointed presiding over the general meeting, unless a different procedure for its appointment (election) is established by the charter or internal document of the company governing the activities of the general meeting."

If in the Charter or local act of the JSC there are reservations about the election of the Chairman and the Secretary, then this issue, in our opinion, should be included in the Agenda of the meeting and voting ballots under No. 1. At the same time, it should be understood that such reservations can lead to rather problematic situations, especially in the course of corporate conflicts. The company may find itself in a situation where it is impossible to hold a meeting, since the shareholders did not come to an agreement on the candidates within the framework of resolving a procedural issue.

Who performs the functions counting commission, usually also decided before the meeting.

Because the issue of determining a quorum at a meeting is important, then in order to confirm the presence of a quorum, the counting commission can draw up such a procedural document as minutes on the results of registration of shareholders at the GMS(Example 19).

Example 19

Minutes on the results of registration of shareholders at the General Meeting

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Note to Example 19: in order to speed up the work, the protocol template can be prepared in advance, while the columns "registered" and "total number of votes of registered shareholders" remain empty, which are then filled in by hand before signing the document.

As a rule, the first version of the document is drawn up for submission to the Chairman before the start of the GMS. Then such documents can be prepared immediately before the hearing of each question (registration continues, and suddenly it was possible to gain a quorum on those issues for which it was not there at the beginning of the meeting). Such a protocol optional and quite often it is replaced by something like reports or memorandums signed by the chairman of the counting commission. This document contains information on the total number of shareholders and the number of shareholders registered at the time of the commencement of the GMS.

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Vladimir Matulevich, expert of the magazine "Legal Directory of the Head"

The Regulation clearly states that the general meeting can be opened if there is a quorum on at least one issue from the agenda (clause 4.10). At the same time, those wishing to take part in the meeting have the opportunity to register after the discussion of the last item on the agenda (for which there is a quorum), but before the start of voting.

If by the time of the beginning of the meeting there is no quorum on any of the agenda items, it is possible to postpone the opening, but for a maximum of 2 hours. The specific term can be prescribed in the charter or internal document of the JSC, which regulates the activities of the OCA. If this is not done, then the opening can be postponed only for 1 hour. Moreover, it will not be possible to do this indefinitely: the transfer is possible only once.

In order to avoid corporate disputes and to achieve complete objectivity of voting, clause 4.20 of the Regulations contains complete list types of shares, the ownership of which does not affect the quorum.

The Regulations refer to the final documents of the general meeting:

• minutes of the general meeting;
• protocol on the results of voting;
• a report on the voting results (if the adopted decisions and voting results were not announced during the meeting);
• documents adopted or approved by decisions of the general meeting.

The FFMS in order No. 12-6 / pz-n outlined in some detail the requirements for each document. So, in the minutes it is enough to reproduce the main provisions of the speeches. At the same time, in comparison with the previous rules, the list of information that should be in the protocol has expanded.

Last years state in corporate relations actively supports the side of shareholders as initially more disadvantaged in comparison with the "top" of the joint-stock company. An illustrative example is the appearance in the Code of Administrative Offenses of the Russian Federation of Article 15.23.1, which establishes liability, including for violation of the procedure for preparing and holding general meetings of shareholders. This article provides for considerable fines, the order of numbers is as follows - from 2,000 to 700,000 rubles. (and, as an option, disqualification). Arbitration practice shows that this article is "in demand" among the courts and the Federal Financial Markets Service of Russia. So it makes sense to familiarize yourself with it.

Minutes and report on voting results

Minutes of the General Meeting of Shareholders drawn up no later than 3 business days after the close of the general meeting of shareholders in 2 copies. Both copies are signed by the chairman of the GMS and the secretary of the GMS. The minutes of the general meeting indicate (clause 4.29 of the Regulations):

• full company name and location of the JSC;
• type of general meeting (annual or extraordinary);
• the form of its holding (meeting or absentee voting);
• the date of compiling the list of persons entitled to participate in the GMS;
• date of the OCA;
• place of the meeting held in the form of a meeting (address at which the meeting was held);
• the GMS agenda;
• start time and end time of registration of persons entitled to participate in the GMS, held in the form of a meeting;
• opening time and closing time of the GMS held in the form of a meeting; and if the decisions made by the general meeting and the results of voting on them were announced at the meeting, then also the time when the counting of votes began;
• the postal address (addresses) to which the completed voting ballots were sent during the GMS in the form of a meeting (if voting on the issues included in the GMS agenda could be carried out by absentee voting);
• the number of votes held by the persons included in the list of those entitled to participate in the General Meeting on each item on the agenda of the general meeting;
• the number of votes attributable to voting shares of the company on each item on the agenda;
• the number of votes possessed by the persons who took part in the general meeting, indicating whether there was a quorum (separately for each item on the agenda);
• the number of votes cast for each of the voting options (“for”, “against” and “abstained”) for each item on the agenda for which there was a quorum;
• wording of decisions adopted by the general meeting on each item on the agenda;
• the main provisions of the speeches and the names of the speakers on each issue on the agenda, if the GMS was in the form of a meeting;
• chairman (presidium) and secretary of the OCA;
• date of drawing up the minutes of the OCA.

As you can see, the content of the protocol as one of the main corporate documents is determined current legislation in sufficient detail. At the same time, the form of information presentation is not regulated by anything, therefore it is composed in different ways:

1. Some JSCs post material "on questions", that is, give a description sequentially:
   • agenda item;
   • speeches on this issue;
   • decision and results of voting on this issue.
2. Other AOs give material in logical blocks:
   • agenda;
   • speeches on each item on the agenda;
   • decisions and results of voting on all issues.

Lawyers monitor more compliance mandatory requirements of the current corporate legislation to the content of the OCA protocol than to the rules for drawing up the protocol that developed in our Soviet period and now have a recommendatory nature. Therefore, many go the second way. He is especially loved in large joint stock companies, since with a large number of speakers and voting shareholders, it makes it possible to draw up minutes in two independent blocks divided by time:

• speeches are recorded directly following the results of the meeting according to steno- or audiograms of speeches. At the same time, you can work separately on each item on the agenda, i.e. a large number of specialists can work on a document at the same time;
• and the counting of votes is added to the minutes a little later - after the counting of ballots.

We provide a sample of the minutes of the general meeting of shareholders in Example 20, drawn up according to the first scheme - more familiar to the audience of our magazine. It should be noted that in this case it is rational to use separate voting ballots, when each issue is voted on with its own ballot. This will significantly speed up the counting of votes, and in JSCs with a small number of shareholders, it will even make it possible to announce the results of voting on an issue during the meeting itself.

The minutes of the general meeting must be accompanied by the minutes on the results of voting at the general meeting and documents adopted or approved by the decisions of this GMS.

Counting Commission draws up a protocol based on the voting results, signed by all members of the counting commission (Example 21). It must be drawn up no later than 3 business days after the closing of the OCA. Decisions adopted by the general meeting of shareholders, as well as the results of voting:

• are announced at the meeting itself (during which a vote was taken) or
• are communicated in the same order in which the shareholders were notified of the general meeting (mailing of letters or publication in the media) no later than 10 days after drawing up a protocol on the voting results in the form voting results report(Example 22).

Let's additionally explain: protocol of voting results is always drawn up (this follows from clause 4 of article 63 of the Federal Law "On JSC" and additional clarification in clause 4.28 of the Regulations). And in the event that the decisions made by the OCA and the voting results were not announced during the meeting at which the voting was held, an additional voting report... There is also some difference in the details of the documents: the most serious difference is that the protocol is signed by the members of the counting commission, and the report is signed by the chairman and secretary of the OCA.

After drawing up and signing the protocol on the results of voting, the voting ballots are sealed by the counting commission and deposited in the archives of the company for storage. At one time, the Federal Commission for the Securities Market determined the storage period for ballots:.

You can read about the storage of documents of the general meeting of shareholders on the website “How to store documents related to the holding of the general meeting of shareholders? "

The annual general meeting of shareholders cannot be "absentee", it is always held in the form of an in-person meeting. Even if all shareholders sent filled in ballots and did not appear in person, from a formal point of view, this is still a face-to-face meeting with the package of documents that we are talking about in this article.

Also, pay attention to the numbering and dates of the protocols.: date is a mandatory identification variable, and the number may not be available.

Minutes of annual general meetings of shareholders do not need to be numbered at all. If a second meeting is held within a calendar year, then its minutes are immediately assigned No. 2, and the first minutes ( annual meeting) remains without a number. Such a detail of the minutes as the date reflects the date of the meeting, and not the date of signing the minutes (we draw your attention to this, since these events often take place on more than one day). At the same time, it is necessary to monitor the correct wording in the agenda, which reflects the year (for example, the minutes of the annual meeting in 2013 will include “Approval of the annual report of the Company for 2012”).

As for the protocols of the counting commission, they are numbered within the limits of the work of the counting commission in a certain composition. Usually they prefer to create / form a counting commission in one composition for one meeting, then, for example:

Example 21

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Example 22

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Footnotes

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Apartment building board

This institution is completely new. The need for its introduction is due, in our opinion, to the state's desire to involve the owners of premises in the management of an apartment building (at present, most citizens are trying in every possible way to avoid this). The concept, procedure for election, as well as the rights and obligations of the council are described in detail in the new art. 161.1 LCD RF. We do not consider it necessary to rewrite this article, we will provide only an overview of the main provisions and try to understand how the creation of the council will affect the activities of participants in the housing services market.

So, by virtue of paragraph 1 of Art. 161.1 LCD RF owners of premises in apartment building with more than four apartments (if no HOA is created in such a house or this house is not managed housing cooperative(by another specialized consumer cooperative)), are obliged to elect the council of an apartment building from among the owners of the premises at the general meeting (in other words, a managing organization or direct management was chosen as a method of management). The chairman is elected from among the members of the council. Clause 2 of Art. 161.1 of the Housing Code of the Russian Federation provides for a compulsory procedure for the implementation of the above norm: if within a calendar year * (8) the decision on the election of the council is not made or is not implemented, the local government within three months convenes a general meeting, the agenda of which includes issues on the election of the council at home or the creation of a homeowners' association. However, it seems that this is not enough (residents can simply ignore such meetings or still not implement the decisions taken). No alternative open competition on the selection of the managing organization in this case is not provided. The main thing is to raise the legal awareness of citizens, and in this matter, coercive measures do not work. Therefore, Art. 161.1 of the RF LC may remain declarative. The benefits from the introduction of the institution of council can only be in those houses where residents are initially involved in management and are interested in working together, but the creation of an HOA is unprofitable. Unfortunately, there are very few such cases.

The most interesting for management organizations and companies with which the owners enter into contracts when choosing direct management of the house are the following points:

- the council monitors the provision of services, the performance of work by these companies, monitors the quality of the provided utilities(subparagraph 5 of paragraph 5 of article 161.1 of the LC RF);

- the chairman of the council, on the basis of a power of attorney issued by the owners of the premises, monitors the fulfillment of obligations under concluded contracts for the maintenance and repair of common property, signs acts of acceptance of services and maintenance works and maintenance, acts on violation of quality standards or the frequency of these services and works, acts on non-provision of utilities or the provision of utilities inadequate quality, and also sends to the local authorities appeals about the failure of the managing organization to fulfill its obligations (subparagraph 6 of paragraph 8 of article 161.1 of the RF LC);

- the chairman of the council, on the basis of a power of attorney issued by the owners of the premises, concludes a management agreement or (in the case of direct management) agreements with the relevant companies (clause 3, clause 8, article 161.1 of the RF LC). It is also noted here: under the agreement for the management of an apartment building, all owners of premises in an apartment building acquire rights and become obligated, who have provided the chairman of the council of an apartment building with powers certified by such powers of attorney. It turns out that other owners must sign the contracts themselves (however, the law does not allow them to do this).

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On July 29, 2017, the President of the Russian Federation signed a new federal law "On the conduct of gardening and truck farming by citizens for their own needs and on amending certain legislative acts Russian Federation".
Free link to new law for download (format docx file): ФЗ-217 dated July 29, 2017
The date of entry into force of the law is 01.01.2019.From the same date, FZ-66 of 15.04.98 is no longer valid.
Discussion of the law is open here:
(registration is required to make comments, suggestions, changes).

FZ-217 of July 29, 2017 - Constantly supplemented, amended comments to the new federal law, taking into account the accumulated practice.

CHAIRMAN AND SECRETARY OF THE GENERAL MEETING

NON-COMPLIANCE WITH THE STANDARDS OF THE LAW No. 66-FZ OF 15.04.98
ABOUT THE ORGANIZATION AND HOLDING OF THE GENERAL MEETING IN SNT
AS A BASIS FOR CANCELING ITS DECISION

Page 6. PRESIDENT AND SECRETARY OF THE GENERAL MEETING

This page takes up the least space in the topic "General meeting in SNT - all the troubles from the meeting." This is due to the importance assigned by Law No. 66-FZ to this temporary position of a person elected by the general meeting.

As always, let's start with the law. Article 21, clause 2, paragraph 8 "" of Law No. 66-fz of 15.04.1998 "On horticultural, vegetable gardening and dacha non-profit associations of citizens" states that "the chairman of the general meeting of members of a horticultural, vegetable gardening or country non-profit association(meeting of authorized representatives) is elected by a simple majority of votes present at the general meeting of members of such an association. "Nothing else is spelled out in the Law. So there is nothing to talk about. then in it you can set for the chairman of the meeting some Additional requirements... For example, chairman of meeting cannot be elected from persons who do not have membership in the SNT, the chairman of the meeting cannot be a member of the board and other restrictions. But, in my opinion, this is a mouse mess. This "wedding" position does nothing for gardeners. And here's why: if the SNT has a meeting agenda, a date, sensible notifications are sent out, people come to the meeting, then a temporary elective position cannot influence the outcome of the meeting. Practically and theoretically, this is not feasible.

The chairman of the meeting, obeying the agenda, stupidly voices the questions, gives the floor to speakers, speakers, and voices solutions for each issue. The meeting has the right to change the proposed solutions for each issue. Everyone, in the end, hears about the decision and its wording. The meeting secretary records this decision. If clarifications are required, the meeting may ask the secretary to additionally read the text of the decision. And if all this is so, then you should not in any way complicate the procedure for electing the chairman of the meeting and clarify this provision of the Law in the Rules of Procedure. I will repeat once again - it will give nothing. After all, even "own" chairman of the meeting will not be able to ignore what was prepared by the unwanted board, another issue is the decision to be made by the meeting. And the chairman is out of business here. Go ahead...

According to the article of the Law, this temporary (at the time of the meeting) position can be occupied by any member of gardening, including a member of his reign... The chairman of the general meeting of the partnership can be an invited person from the outside, and an individual gardener, i.e. not a member SNT... All the will of the members of the partnership. It is only important that the chosen one chairman of the general meeting knew how to conduct this most general meeting. If the gardeners do not want the meeting to be led by one of the complete thieves or villains, then he can not be elected chairman of the meeting. If he himself volunteered to lead the meeting, then another candidate can be proposed and elected. You can't trample against everyone. But, I repeat, no expected effect from the change of chairmen of the meeting will be achieved.

The end result of any general meeting is one - to be written protocol... Then the minutes are signed by the chairman and the secretary of the meeting, certified by the seal horticultural association... The paper goes into the case.

Rule: The responsibility of the chairman and secretary of the general meeting begins with the announcement of the quorum of the meeting, continues with the correct conduct of the meeting, and ends with the precise execution of the minutes in accordance with the provisions of Article 181.2 of Chapter 9.1 "Resolutions of the meetings" of the Civil Code.

Article 181.2. Decision making of the meeting

1. The decision of the meeting is considered adopted if the majority of the participants in the meeting voted for it, and at the same time at least fifty percent of the total number of participants in the relevant civil society took part in the meeting.
   The decision of the meeting can be made by absentee voting.
2. If available in agenda meeting of several issues on each of them, an independent decision is made, unless otherwise established unanimously by the meeting participants.
3. The decision of the meeting is drawn up protocol v writing... The minutes are signed by the chairman of the meeting and the secretary of the meeting.
4. The protocol on the results of in-person voting must indicate:
1. date, time and place of the meeting;
2. information about the persons who took part in the meeting;
3. results voting on each item on the agenda;
4. information about the persons who carried out the counting of votes;
5. information about persons who voted against the decision of the meeting and demanded to make an entry about this in protocol.

After the protocol appears in the case, the chairman of the board and members of the board are responsible for everything else in any scenario and circumstances. Further, for gardeners, it is only important what was filed in the folder, and how all the documents of the collection will be saved. After all, the decision of the meeting is the basis of the activities of any SNT, and you can forget about the chairman of the meeting the very next day. He personally did not make a decision and he has nothing to answer for.

The situation with the secretary of the meeting is even more interesting. Federal law No. 66-ФЗ dated April 15, 1998, position secretary of the general meeting members of the horticultural association are not mentioned at all. Therefore, the secretary can be anyone. However, this does not mean that a meeting secretary is not needed. The norm on its mandatory presence is enshrined in the already mentioned one. Therefore, such a position is needed at the time of the meeting. It would be most appropriate to appoint the secretary of the meeting by the board in advance. If there is no faith in such a secretary, then an additional secretary from a group of distrustful ones can be assigned to him. Let there be two of them at the meeting (three ...). Such a mutual decision is confirmed by voting of the meeting participants.

And it is easier after the meeting for those doubting and distrustful to look at that meeting minutes, which went to the SNT business. And the question will be closed. If the decision and the minutes do not match, then you can ask the chairman and the secretary of the meeting. And if the case comes to court, then the demand will only be from the chairman of SNT. After all, he certified the signatures of the chairman and the secretary of the meeting under the protocol with the seal of the association and had to check what the secretary wrote for compliance with the protocol and the decision made by the gardeners.

In the end general meeting can do with these two posts as he pleases, but, I repeat, these two temporary posts have not played any practical role, do not play and will never play in deciding the fate of SNT. The main thing is that this procedure is followed, and the chairman and the secretary at the general meeting are elected. And only this is required by the law.

Based on the foregoing, it is practically impossible to appeal against the decision of the general meeting, where this provision of the Law was violated, since it does not affect the decision-making, but only it is important and only it should be contested in court. It will also not be possible to recognize the general meeting of SNT members invalid, where the chairman was not elected, but appointed himself. After all, members of SNT voted for the decision, and not one chairman of meeting... Let's move on to another important, but small issue on the topic - the agenda of the general meeting.

shareholder meetings

4.1. The general meeting may be attended by persons included in the list of persons entitled to participate in the general meeting, persons to whom the rights of these persons to shares have been transferred by inheritance or reorganization, or their representatives acting in accordance with powers based on instructions federal laws or acts authorized to do so government agencies or local authorities or a power of attorney drawn up in writing.

4.2. If voting at a general meeting can be carried out by sending filled-in voting ballots, sending filled-in voting ballots to the address (location) of the sole executive body (at the address of the manager or the address (location) of the permanent executive body of the management organization) of the company contained in the unified state register legal entities, to the address indicated in the charter of the company or the internal document of the company regulating the activities of the general meeting, is recognized as being sent to the proper postal address, regardless of the indication of such postal address in the notice of the general meeting.

4.3. If the register of shareholders of the company is maintained by a registrar, the functions of the counting commission of the company cannot be performed by other registrars.

4.4. If a counting commission has not been created in a company with a number of shareholders holding voting shares of one hundred or less, the functions of the counting commission provided by law shall be performed by a person (persons) authorized by the company, including the company's registrar.

4.5. If the functions of the counting commission are carried out by the registrar, he has the right to authorize one or more persons from among his employees to carry out such functions on his behalf.

4.6. Registration of persons participating in a general meeting held in the form of a meeting must be carried out at the address of the place where the general meeting is held.

4.7. Registration for participation in the general meeting is subject to persons entitled to participate in the general meeting, with the exception of persons whose ballots were received no later than two days before the date of the general meeting, if voting on the agenda items of the general meeting can be carried out by sending filled in voting ballots to the society.

Persons entitled to participate in the general meeting held in the form of a meeting, whose ballots have been received no later than two days before the date of the general meeting, have the right to attend the general meeting.

4.8. Documents certifying the powers of successors and representatives of persons included in the list of persons entitled to participate in the general meeting (copies thereof, certified in accordance with the established procedure) are attached to the voting ballots sent by these persons or are transferred to the counting commission or the registrar performing the functions of the counting commission at registration of these persons for participation in the general meeting.

4.9. Registration of persons entitled to participate in the general meeting must be carried out subject to the identification of persons who have come to participate in the general meeting by comparing the data contained in the list of persons entitled to participate in the general meeting with the data of the documents presented (submitted) by the specified persons.

4.10. A general meeting held in the form of a meeting shall be opened if by the time of its commencement there is a quorum on at least one of the issues included in the agenda of the general meeting. Registration of persons entitled to participate in the general meeting, who have not registered for participation in the general meeting before its opening, ends after the discussion of the last item on the agenda of the general meeting (the last item on the agenda of the general meeting for which there is a quorum) and before the start of time, which is provided for voting to persons who have not voted before that moment.

If by the time of the beginning of the general meeting there is no quorum on any of the issues included in the agenda of the general meeting, the opening of the general meeting is postponed for the period established by the charter of the company or the internal document of the company governing the activities of the general meeting, but no more than 2 hours. If the charter of the company or the internal document of the company governing the activities of the general meeting does not contain an indication of the date for postponing the opening of the general meeting, the opening of the general meeting is postponed by 1 hour.

The postponement of the opening of the general meeting more than once is not allowed.

4.11. When determining the quorum of the general meeting in which the person voting on shares circulating outside the Russian Federation in the form of depositary securities takes part, only the number of shares circulating outside the Russian Federation in the form of depositary securities in respect of which the said person instructions were received from holders of depositary securities.

4.12. When registering for participation in the general meeting of a person voting on shares circulating outside the Russian Federation in the form of depositary securities, the said person is obliged to inform the counting commission in writing about the number of shares circulating outside the Russian Federation in the form of depositary securities, in respect of which the specified person received instructions from the owners of depositary securities.

If by different issues included in the agenda of the general meeting, the number of shares in respect of which the specified person received instructions from the holders of depositary securities differs (does not coincide), it is obliged to inform the counting commission about the securities for each such issue included in the agenda of the general meeting.

If the person specified in this clause, for shares circulating outside the Russian Federation in the form of depositary securities, voted with a number of votes that does not correspond to the number of such shares, information about which was communicated to him in accordance with this clause of the counting commission, the said votes are not taken into account when summing up the voting results at the general meeting.

4.13. Persons who have registered for participation in the general meeting held in the form of a meeting are entitled to vote on all agenda items from the opening of the general meeting to its closing, and if, in accordance with the company's charter, the company's internal document regulating the activities of the general meeting, or by a decision of the general meeting that determines the procedure for holding the general meeting, the voting results and decisions adopted by the general meeting are announced at the general meeting - from the moment of opening the general meeting and until the beginning of the counting of votes on the agenda of the general meeting. This rule does not apply to voting on the procedure for holding a general meeting.

After the completion of the discussion of the last item on the agenda of the general meeting (the last item on the agenda of the general meeting for which there is a quorum) and before the close of the general meeting (the beginning of the counting of votes), persons who have not voted before that moment must be given time to vote.

4.14. The secretary of the general meeting is appointed as the chairperson of the general meeting, unless the charter or internal document of the company governing the activities of the general meeting establishes a different procedure for his appointment (election).

4.15. The general meeting, at the time of opening of which there was a quorum only on certain issues on the agenda, cannot be closed if by the time of the end of registration the persons whose registration provides a quorum for making decisions on other issues on the agenda of the general meeting have been registered.

4.16. After the discussion of the last item on the agenda of the general meeting, for which there is a quorum, and before the start of the time that is provided for voting to persons who have not voted up to that moment, the persons present at the general meeting must be informed about the number of votes they hold. persons who registered and (or) took part in the general meeting by this time.

4.17. Voting ballots received by the company and signed by a representative acting on the basis of a power of attorney to vote shall be deemed invalid if the company or the registrar acting as the company's counting commission receives a notice of the replacement (recall) of this representative no later than two days before the date of the general meeting. ...

A person entitled to participate in the general meeting (including a new representative acting on the basis of a power of attorney to vote) is subject to registration for participation in the general meeting, and voting ballots must be issued to him if the notice of replacement (withdrawal) the representative was received by the company or the registrar performing the functions of the counting commission, before the registration of the representative whose powers are terminated.

4.18. If voting at a general meeting held in the form of a meeting can be carried out by sending filled voting ballots to the company, as well as in the case of holding a general meeting in the form of absentee voting, at the request of persons included in the list of persons entitled to participate in such a general meeting, they are given voting ballots with a mark on their re-issue.

4.19. If at an extraordinary general meeting held in pursuance of a court decision on forcing the company to hold an extraordinary general meeting, there are no persons who preside over the general meeting in accordance with the Federal Law "On Joint Stock Companies", the chairman of the general meeting is the body (chairman of the body) of the company or a person who, in accordance with a court decision, holds such an extraordinary general meeting.

4.20. The quorum of the general meeting (quorum on issues included in the agenda of the general meeting) is determined based on the number of outstanding (outstanding and not canceled) voting shares of the company as of the date of compiling the list of persons entitled to participate in the general meeting, minus:

shares not paid up in full when the company was founded, unless otherwise provided by the charter of the company;

shares, the ownership of which has passed to the company;

shares that are more than 30, 50 or 75 percent the total placed ordinary shares of an open company, as well as preferred shares of an open company that provide the right to vote in accordance with paragraph 5 of Article 32 of the Federal Law "On Joint Stock Companies", if such shares are owned by a person who, in accordance with Article 84.2 of the Federal Law "On Joint Stock Companies" must do obligatory offer and which did not send a mandatory bid to open society as well as its affiliates;

shares canceled after the date of compiling the list of persons entitled to participate in the general meeting and before the date of the general meeting;

shares owned by one person, which exceed the restrictions established by the company's charter in accordance with paragraph 3 of article 11 of the Federal Law "On Joint Stock Companies" in terms of the number of shares owned by one shareholder and their total par value, as well as the maximum number of votes provided one shareholder;

shares owned by persons recognized in accordance with Article 81 of the Federal Law "On Joint Stock Companies" as interested in the company's transaction (several ) there is an interest;

shares owned by members of the board of directors (supervisory board) of the company or persons holding positions in the management bodies of the company, if a quorum is determined on the issue of electing the audit commission (auditor) of the company.

When determining the presence of a quorum and counting votes, parts of the votes provided by fractional shares are summed up without rounding.

4.21. If, during the counting of votes, two or more completed ballots of the same person are found, in which the voter has left different voting options for one item on the agenda of the general meeting, then in terms of voting on such an item, all said ballots are deemed invalid.

This rule does not apply to voting ballots signed by the person who issued the power of attorney to vote in respect of shares transferred after the date of compiling the list of persons entitled to participate in the general meeting, and (or) persons acting on the basis of such powers of attorney in which the fields for putting down the number of votes cast for each voting option indicate the number of votes cast for the corresponding voting option, and contain the corresponding marks provided for in clause 2.19 of these Regulations.

4.22. If in the voting ballot on the issue of electing members of the auditing commission, members of the counting commission, members of the collegial executive body of the company, the voting option "for" is left for a larger number of candidates than the number of persons to be elected to the relevant body of the company, the ballot in terms of voting on such a matter is invalidated.

This rule does not apply to voting ballots signed by a person voting on shares transferred after the date of compiling a list of persons entitled to participate in the general meeting, in accordance with instructions received from purchasers of such shares, and / or by a person exercising voting on shares circulating outside the Russian Federation in the form of depositary securities, in accordance with instructions received from the owners of depositary securities, and containing the appropriate marks provided for in clause 2.19 of these Regulations.

If the ballot paper on the election of members of the Audit Commission, members of the Counting Commission, members collegial body the company has left more than one voting option in relation to one or several candidates, such a ballot is invalidated only in the part of voting for the candidate (candidates) in respect of whom more than one voting option has been left.

4.23. Recognition of a voting ballot as invalid in terms of voting on one, several or all issues, the voting on which is carried out by this ballot, is not a basis for excluding votes on the specified ballot when determining the presence of a quorum.

Votes on a voting ballot in which there is no signature of the person (representative of the person) entitled to participate in the general meeting are not taken into account when determining the quorum of the general meeting held in the form of absentee voting, as well as when determining the quorum of the general meeting held in the form of a meeting if voting with such a ballot was carried out by sending it to the company, which received the said ballot no later than two days before the date of the meeting. This rule does not apply if voting on the agenda items of the general meeting is carried out by sending to the company two or more voting ballots and at least one of such ballots received by the company in set time, signed by the person (representative of the person) entitled to participate in the general meeting.

(as amended by the Order of the FFMS of Russia dated July 30, 2013 N 13-65 / pz-n)

(see text in previous edition)

4.25. The date of the general meeting held in the form of absentee voting is the deadline for accepting voting ballots.

4.26. If the agenda of an extraordinary general meeting includes issues on the early termination of powers of members of the board of directors (supervisory board) of the company and on the election of a new composition of the board of directors (supervisory board) of the company, the results of voting on the issue of electing a new composition of the board of directors (supervisory board) companies are not brought up unless a decision is made to early terminate the powers of previously elected members of the board of directors (supervisory board) of the company.

4.27. If, simultaneously with the issue of electing the audit commission (auditor) of the company, the agenda of the general meeting also includes issues of the election of members of the board of directors (supervisory board) of the company and (or) the formation of the executive body of the company, when summing up the voting results on the issue of the audit commission (auditor) of the company does not take into account votes on shares owned by candidates who were elected to the members of the board of directors (supervisory board) of the company, to the position of the sole executive body or to the members of the collegial executive body of the company. In this case, votes on shares owned by members of the board of directors (supervisory board) of the company, the sole executive body and members of the collegial executive body of the company, whose powers have been terminated, are taken into account when determining the quorum and summing up the voting results on the election of the audit commission (auditor) of the company.

4.28. Based on the results of holding and voting at the general meeting, the minutes of the general meeting and the minutes of the voting results at the general meeting are drawn up, and if the decisions adopted by the general meeting and the voting results were not announced during the meeting at which the voting was held, a report on the voting results is also drawn up.

4.29. The minutes of the general meeting shall indicate:

mailing address (addresses) to which the completed voting ballots were sent when holding a general meeting in the form of absentee voting, as well as when holding a general meeting in the form of a meeting, if voting on the issues included in the agenda of the general meeting could be carried out by sending it to the company completed ballots;

clause 4.20 of these Regulations;

wording of decisions adopted by the general meeting on each item on the agenda of the general meeting;

the main provisions of the speeches and the names of the speakers on each item on the agenda of the general meeting held in the form of a meeting;

chairman (presidium) and secretary of the general meeting;

date of drawing up the minutes of the general meeting.

If the company has not created a counting commission and the functions of the counting commission are not performed by the registrar, the minutes of the general meeting must contain information that, in accordance with the Federal Law "On Joint Stock Companies" and these Regulations, must be indicated in the minutes of the counting commission on the voting results on the general meeting.

4.30. The following are attached to the minutes of the general meeting:

documents adopted or approved by decisions of the general meeting.

full company name and location of the company;

type of general meeting (annual or extraordinary);

the form of the general meeting (meeting or absentee voting);

the date of compiling the list of persons entitled to participate in the general meeting;

date of the general meeting;

place of the general meeting held in the form of a meeting (address at which the meeting was held);

the agenda of the general meeting;

start time and end time of registration of persons entitled to participate in the general meeting held in the form of a meeting;

the opening time and closing time of the general meeting held in the form of a meeting, and if the decisions adopted by the general meeting and the voting results on them were announced at the general meeting, also the time when the counting of votes began;

the number of votes attributable to the company's voting shares on each item on the agenda of the general meeting, determined taking into account the provisions of clause 4.20 of these Regulations;

the number of votes on each item on the agenda of the general meeting put to a vote, which were not counted due to the invalidation of ballots or on other grounds provided for by these Regulations;

the names of the members of the counting commission, and if the functions of the counting commission were performed by the registrar, - the full company name, location of the registrar and the names of persons authorized by him;

1.1. The working bodies of the General Meeting of Shareholders are:

a) presiding over the General Meeting of Shareholders;

b) the counting commission;

c) Secretary of the General Meeting of Shareholders.

1.2. The functions of the Chairman of the General Meeting of Shareholders are performed by the Chairman of the Board of Directors.

In the absence of the Chairman of the Board of Directors at the General Meeting of Shareholders, the functions of the Chairman of the General Meeting of Shareholders shall be performed by the Deputy Chairman of the Board of Directors.

In the absence of the Chairman of the Board of Directors and his deputy, any member of the Board of Directors may exercise the function of presiding over the General Meeting of Shareholders by decision of the members of the Board of Directors present at the General Meeting of Shareholders.

1.3. The person presiding at the General Meeting of Shareholders opens and closes the General Meeting of Shareholders, announces the agenda of the General Meeting of Shareholders and the sequence of speeches and reports on agenda items, the end of discussion of agenda items and the beginning of vote counting, signs the minutes of the General Meeting of Shareholders.

1.4. If the number of shareholders - owners of voting shares of the Company is not more than 100 (one hundred) and the Counting Commission has not been created, the functions of the Counting Commission of the General Meeting of Shareholders shall be performed by a person authorized by the Board of Directors of the Company.

1.5. If the number of shareholders - owners of voting shares of the Company is more than 100 (one hundred), the Counting Commission is created in the Company, the quantitative and personal composition of which is approved by the General Meeting of Shareholders.

The Counting Commission of the Company may not include members of the Board of Directors of the Company, the Audit Commission of the Company and General manager Companies, as well as the managing organization or manager, as well as persons nominated by candidates for these positions.

1.6. If the number of shareholders - owners of voting shares of the Company is more than 500 (five hundred), the functions of the Counting Commission of the Company at the General Meeting are performed by a professional participant in the securities market who is the holder of the register of shareholders of the Company (Registrar of the Company).

1.7. If the term of office of the Counting Commission of the Company has expired or the number of its members has become less than 3 (three), as well as if less than 3 (three) members of the Counting Commission appear to perform their duties, the Registrar of the Company may be involved to perform the functions of the Counting Commission.

1.8. The Counting Commission performs the following functions:

a) verification of powers and registration of persons participating in the General Meeting of Shareholders (shareholders, their representatives and successors);

b) determination of the presence of a quorum of the General Meeting of Shareholders;

c) clarification of issues arising in connection with the exercise by the shareholders of the Company (their representatives and successors) of the right to vote at the General Meeting of Shareholders;

j) other functions stipulated by the legislation of the Russian Federation, the charter of the Company and the agreement concluded by the Company with the Registrar of the Company (if it performs the functions of the Counting Commission).

1.9. The Secretary of the General Meeting of Shareholders is elected by the Board of Directors of the Company when deciding issues on preparation for holding the General Meeting of Shareholders or by persons requiring the convocation of the General Meeting of Shareholders in cases stipulated by the legislation of the Russian Federation.

1.10. The Secretary of the General Meeting of Shareholders performs the following functions:

a) acceptance of applications from persons participating in the General Meeting of Shareholders on the granting of the right to speak in debates on issues on the agenda of the meeting, as well as acceptance of questions;

b) transmission of applications and questions received from shareholders to the chairperson of the General Meeting of Shareholders;

c) fixing the progress of the General Meeting of Shareholders (main provisions of speeches and reports);

d) other functions stipulated by the charter of the Company and these Regulations.

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