Company Meetings

Question 1

Who can call a directors meeting?

Answer 1

• A director or an employee may call a board meeting by giving no less than two days’ notice to the members of the board.

Question 2

What are the notice requirements?

Answer 2

• The notice to the directors must include the date, time and place of meeting, and the matters to be discussed.

Question 3

What is the quorum requirement?

Answer 3

• A quorum for a meeting of the board is a majority of the directors. the board, without a quorum of directors cannot make decisions and transact business.

Question 4

How are decisions made?

Answer 4

• Decisions at board meetings are made unanimously by all directors present at the meeting or by the majority of directors. Unless specified in the constitution, the chairperson does not have a casting vote and every director has one vote.

Question 5

How do they resolve disagreements between directors?

Answer 5

• There is a presumption that a director present at the meeting has agreed to and voted for the proposed resolution unless he or she expressly dissents or votes against the resolution.

Question 6

When is a company to hold a meeting according to s 120 of the Companies Act?

Answer 6

• At least once In every year and within six months of balance date. This is called the annual general meeting.

Question 7

When must a company hold its annual general meeting once registered?

Answer 7

• Within 18 months of being registered.

Question 8

What is a special meeting?

Answer 8

• A special meeting of shareholders may be called at any time by the board, or a person authorized by the constitution to do so. A special meeting must be called by the board on the written request of shareholders holding not less than 5% of voting rights.