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
(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
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