SHAREHOLDERS IN GENERAL MEETING (Part IX)

s. 115 - Annual meeting of shareholders
1. the Board of directors shall call an annual meeting of shareholders to be held
  1. not more than once in each year
  2. not later than 6 months after the balance sheet date of the company
  3. not later than 15 months after the previous annual meeting
2. A company may not hold its first annual meeting in the calendar year of its incorporation but shall hold that meeting within 18 months of its incorporation.
3. The company shall hold the meeting on the date on which it is called to be held
4. The business to be transacted at an annual meeting
  1. the consideration and adoption of the financial statements
    1. Where the financial statements are not approved at the annual meeting, they shall be presented at a further special meeting called by the Board.
  2. the receiving of any auditor's report
  3. the consideration of the annual report
  4. the appointment of any directors whose appointment on an annual or rotational basis is required by the constitution of the company
  5. the appointment of any auditor pursuant to section 200
s 116 - Special meeting of shareholder
1. A special meeting of shareholders entitled to vote on an issue
  1. at any time by
    1. the Board of directors
    2. a person who is authorized by the constitution to call the meeting
  2. shall be called by the Board on the written request of shareholders holding shares carrying together not less than 5 per cent of the voting rights entitled to be exercised on the issue.
s. 117 - Resolution in lieu of meeting
1. a resolution in writing, signed by shareholders, shall be valid as if it has been passed at a meeting of those shareholders, where the resolution is signed by shareholders who
  1. are entitled to vote on that resolution at a meeting of shareholders
  2. hold not less than 75 per cent of the votes entitled to be cast on that resolution, or such percentage above 75 per cent as is required under the constitution.
2. Where a resolution in writing
  1. relates to a matter that is required by this Act or by h the constitution to he decided at a meeting of the shareholders of a company
  2. is signed by the shareholders
    1. the shareholders shall be the shareholders as above
  3. it shall be deemed to be made in accordance with this Act or the constitution of the Book company.
3. any resolution may consist of one or more documents in similar form (including letters, facsimiles, electronic mail, or other similar means of communication) each signed or assented to by or on behalf of one or more of the shareholders
4. It shall not be necessary for a private company to hold an annual meeting of shareholders under section 115 where everything required to be done at that meeting, by resolution or otherwise, is done by resolution
5. Within 7 days of a resolution being passed under this section, the company shall send a copy of the resolution to every shareholder who did not sign the resolution or on whose behalf the resolution was not signed.
6. A resolution may be signed without any prior notice being given to shareholders.
s. 118 - Court may call meeting of shareholders
1. it is impracticable to call or conduct a meeting of shareholders in the manner prescribed by the Act or the constitution of the company
2. it is in the interests of a company that a meeting of shareholders be held
3. an application to the Court may be made by a director, a shareholder or a creditor of the company.
4. The Court may make an order on such terms as it thinks fit with regard to the costs of conducting the meeting and security for the costs.
5. the Court may in addition give such directions as it thinks fit, including the direction that the heir of any deceased member may exercise all or any of the powers that the deceased member could have exercised if he were present at the meeting.
s. 119 - Proceedings at meetings
1. The provisions specified in the Fifth Schedule shall govern the proceedings at meetings of shareholders of a company except to the extent that the constitution of the company makes provision for the matters that are expressed in that Schedule to be subject to the constitution of the company.
Resolution passed at General Meetings
1. s. 104 - Exercise of powers by ordinary resolution
  1. s. 103- the powers reserved to the shareholders of a company by this Act or by the constitution of the company shall be exercised only
    1. at a meeting of shareholders pursuant to section 115 or 116
    2. by a resolution in lieu of a meeting pursuant to section 117
    3. by a unanimous resolution
    4. by a unanimous shareholder agreement under section 272
  2. Exercise of powers by ordinary resolution
    1. An ordinary resolution shall be a resolution that is approved by a simple majority of the votes of those shareholders entitled to vote and voting on the matter which is the subject of the resolution.
2. s. 106 - Unanimous resolution - Any power which the Act or the constitution of a company requires to be exercised by an ordinary resolution or a special resolution may be exercised by way of unanimous resolution
  1. "unanimous resolution" means a resolution which has the assent of every shareholder entitled to vote on the matter which is the subject of the resolution and either - (a) given by voting at a meeting to which notice to propose the resolution has been duly given and of which the minutes of the meeting duly record that the resolution was carried unanimously; or (b) where the resolution is signed by every shareholder or his agent duly appointed in writing signed by him, the resolution in this case may consist of one or more documents in similar form (including letters, facsimiles, electronic mail or similar means of communication) each signed by the shareholder concerned or his agent;
3. s. 105 - Powers exercised by special resolution
  1. the shareholders exercise a power to
    1. adopt a constitution or, if it has one, to alter or revoke the company's constitution;
    2. reduce the stated capital of the company under section 62
    3. approve a major transaction
    4. approve an amalgamation of the company under section 246
    5. put the company into liquidation
      1. shall not be rescinded in any circumstances.
    6. may be rescinded only by a special resolution.
  2. At any meeting at which a special resolution is passed, a declaration of the Chairperson that the resolution is so passed, shall, unless a poll is demanded, be conclusive evidence of that fact without proof of the number or proportion of the votes recorded in favour or against the resolution.
  3. “special resolution" means a resolution approved by a majority of 75 per cent or, if a higher majority is required by the constitution, that higher majority, of the votes of those shareholders entitled to vote and voting on the question;
Unanimous agreement by shareholders

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SHAREHOLDERS IN GENERAL MEETING (Part IX)

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