The HOUSE OF FRASER Archive

Record: f1-1371-4

Corporate body management - House of Fraser

Dates: 1909-
Description: Corporate body management is the activity of managing the work of the corporate body or shareholders. It includes conducting and servicing meetings of the shareholders.

Biographical history
The corporate body first came into existence in 1909, when the business was registered as a private limited company, Fraser Sons & Co Ltd. In accordance with the Companies Acts, regulations governing the constitution and conduct of the company's general meetings were recorded in its articles of association (ref: FRAS 1). These stipulated that an ordinary meeting of the shareholders was to be held each year at a place and time determined by the board of directors. In addition, extraordinary general meetings could be called at any time by the board, either of its own accord or when requisitioned by any member or members who held in total at least one tenth of the share capital of the company. Notice of between seven and twenty-one days had to be given for both ordinary and extraordinary general meetings. It was the secretary’s responsibility to send a notice of the meeting to all shareholders. The notice had to express the time and place of the meeting and the general nature of any special business. At every general meeting, the chairman of the company, or, in his absence, a director elected by the other directors present, or a member elected by the other members present, took the chair. The quorum necessary for the transaction of business was two members present in person. At the start of each meeting, the secretary read out the notice calling the meeting and the auditors’ report. This was followed by the directors’ report, the statement of accounts, the sanctioning of any dividend recommended by the board, the re-election of directors and auditors and the fixing of their remuneration, and any special business. Questions were decided by a majority of those present or, if demanded, by a subsequent poll. The chairman had the casting vote. Any meeting could be adjourned by the chairman with the consent of the meeting. Minutes of the meetings were taken by the secretary and signed by the chairman. They were recorded in volumes which also included minutes of the meetings of the board of directors (ref: FRAS 2). The volumes were kept by the secretary at the company’s registered office at 12 Buchanan Street, Glasgow. The secretary also maintained a register of the members of the company and the number of shares held by each (ref: FRAS 6). In 1941, Fraser Sons & Co Ltd formed a new company, House of Fraser Ltd, to act as a vehicle for future acquisitions. House of Fraser Ltd was an independent company with its own articles of association (ref: FRAS 12) governing the constitution and conduct of its general meetings. These stipulated that no business was to be transacted at a general meeting except the declaration of a dividend unless a quorum of members was present. The quorum necessary for the transaction of business was at least two members present either in person or by proxy. In 1947, Fraser Sons & Co Ltd was liquidated and its assets transferred to House of Fraser Ltd. Consequently, the board of directors and secretary of House of Fraser Ltd took over the management of the corporate body of the whole business. New articles of association were registered at this time (ref: FRAS 14/1). These changed the quorum to five and the amount of share capital to be held by members wishing to call an extraordinary general meeting from one tenth to one twentieth. They also changed the period of notice for calling general meetings to twenty-one days for annual general meetings and fourteen days for extraordinary general meetings. At every annual general meeting, the chairman of the company, or in his absence, the deputy chairman or a director, took the chair. Minutes of the meetings of House of Fraser Ltd were taken by the secretary and signed by the chairman. They were recorded in volumes which initially also included minutes of the meetings of the board of directors (ref: FRAS 12, FRAS 13). As before, the volumes were kept by the secretary at the company’s registered office.

Companies (Consolidation) Act 1908; Companies (Particulars as to Directors) Act 1917; Companies Act 1928; 1929 Act to Consolidate the Companies Acts 1908 to 1928; Companies Act 1947; Companies Act 1948; Companies Act 1967; Companies Act 1976; Companies Act 1980; Companies Act 1981; Companies Act 1985; Companies Act 2006.
Companies and People:
Fraser Sons & Co Ltd
Dates: 1909-1947
Fraser Sons & Co Ltd | Secretary
Dates: 1909-1947 The secretary sent out notices of general meetings and took and maintained minutes of the meetings.
House of Fraser Ltd
Dates: 1941-
House of Fraser Ltd | Secretary
Dates: 1941- The secretary sent out notices of general meetings and took and maintained minutes of the meetings.
FRAS 1
Title: Memorandum and articles of association
Date: 1909
Regulations governing the constitution and conduct of the general meetings were recorded in the articles of association.
FRAS 2
Title: Minutes of meetings of board of directors and shareholders
Date: 1909-1947
FRAS 6
Title: Combined register
Date: 1909-1948
Includes section for register of members of company.
FRAS 12
Title: Memorandum and articles of association and minutes of meetings of board of directors and general meetings of shareholders
Date: 1941-1961
FRAS 14
Title: Memoranda and articles of association
Date: 1947-1982
Regulations governing the constitution and conduct of the general meetings were recorded in the articles of association.
FRAS 3
Title: Annual report and statement of accounts
Date: 1948-1995
FRAS 17
Title: Chairman's speeches at general meetings of shareholders
Date: 1956-1984
FRAS 711
Title: Photograph of shareholders voting at annual general meeting
Date: c 1970s
FRAS 710
Title: Circulars to shareholders
Date: 1975-1985
FRAS 15
Title: Report of proceedings of general meetings of shareholders
Date: 1981-1984
FRAS 13
Title: Minutes of annual general meetings of shareholders
Date: 1982, 1984
FRAS 19
Title: Notes for operation to contact shareholders by telephone
Date: November 1982
FRAS 709
Title: Timetable of preparations for extraordinary general meeting of shareholders of 6 May 1983
Date: 1983
FRAS 18
Title: Platform seating plans for general meetings of shareholders
Date: 1983
FRAS 16
Title: Proxy forms
Date: May 1983
FRAS 707
Title: Chairman's statement and interim statement of accounts for 26 weeks to 30 July 1983
Date: September 1983
f1-1371
Governance (1909-)

Corporate body management was an activity carried out to fulfil the function of governance.

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