Article D: General Meeting of a Private Company | |
76. A resolution may be passed by a general meeting of a private company without invitation and without convening the meeting, provided that such resolution is passed unanimously by all shareholders entitled to vote at the general meeting. | Resolution without convening |
77. A private company may hold a general meeting using any means of communication such that all shareholders participating in the meeting can hear each other simultaneously, unless otherwise provided in the articles of association. | Holding of meeting through means of communication |
Article H: Quorum at General Meeting and Chairman of General Meeting | |
78. (a) The quorum for holding a general meeting shall be at least two shareholders holding at least twenty-five percent of the voting rights, within half an hour of the time fixed for the commencement of the meeting. (b) Where there is no quorum present at the general meeting at the end of half an hour from the time fixed for the commencement of the meeting, the meeting shall be adjourned for one week, to be held on the same day, at the same time and in the same place, or for a later time if indicated in the invitation to the meeting or in the notice of the meeting. (c) The provisions of this article shall not apply to a company with only one shareholder. | Quorum at general meeting |
79. (a) Where there is no quorum present at an adjourned meeting under sections 74 or 78(b) at the end of half an hour after the time fixed for the meeting, the meeting shall take place with whatever number of participants who are present. (b) Notwithstanding the provisions of subsection (a), where a general meeting is convened on the demand of shareholders as provided in sections 63 or 64, the adjourned meeting shall only take place only if there were present at least the number of shareholders required to convene a meeting as provided in section 63. | Quorum at adjourned meeting |
80. (a) A chairman shall be elected at every general meeting for that meeting. (b) The election of the chairman of the meeting shall be effected at the commencement of deliberations at the meeting, which shall be opened by the chairman of the board of directors, or by a director authorized by the board of directors for that purpose. | Chairman of general meeting |
81. It shall be permissible to contract out of the provisions of this Article in whole or in part, by provision in the articles of association. | Freedom to contract our |
Article F: Voting at General Meeting | |
82. (a) A company may prescribe various voting rights for different classes of shares in its articles of association. (b) The provision of subsection (a) shall not derogate from the provisions of any other enactment. (c) Where the company has not set out any other voting rights in its articles of association, each share shall have one vote. | Freedom to vary |
83. (a) A shareholder in a public company may vote by himself or by a proxy, as well as by way of a voting paper under Article G. (b) A shareholder in a private company may vote by himself or by proxy, unless otherwise provided in the articles of association. (c) A shareholder in a private company may vote by voting paper if there are provisions to that effect in its articles of association. | Manner of voting at meeting |
84. A resolution at a general meeting shall be passed by counting of votes; a private company may prescribe different rules for decision making in its articles of association. | Voting by counting |
85. Resolutions of the general meeting shall be passed by ordinary majority unless some other majority is prescribed by statute or in the articles of association. | Majority at general meeting |
86. A declaration by the chairman to the effect that a resolution at a general meeting has been passed or rejected, be it unanimously or by any given majority, shall be prima facie evidence of the contents of such declaration. | Declaration as evidence |
