This document discusses company meetings and provides details about statutory meetings, annual general meetings, extraordinary general meetings, and class meetings. It outlines the reasons for holding company meetings, the different types of meetings, notice requirements, quorum, proxies, and other procedural aspects related to conducting valid company meetings under the Companies Act.

1. COMPANY MEETINGS.
GROUP 5.
ELLAINE KAVOSA
ASSAVA.
TABUT J. VICTORIA.
VALENTINE
KHAMINWA.

2. Reasons for holding company
meetings.
• Comply with statutory provisions.
• Transact company business;
 Alteration or reduction of company’s share capital.
 Variation of rights attached to a class of shares.
• Exchange of views on running of the company’s
affairs and any necessary measures taken thereon.

4. General Meetings
• There are four kinds;
1. Statutory meeting
2. Annual General Meeting
3. Extra-Ordinary General Meeting
4. Class Meeting

5. Statutory Meetings
• These meetings are governed by section 130 CA.
Every company limited by shares and every company limited
by guarantee and having a share capital shall within a period
of not less than one month and not more than three months
from the date of the of commencement of business, hold a
general meeting called statutory meeting. This meeting is held
once during the lifetime of the company.
A private company, an unlimited company or a company
limited by guarantee having no share capital, is not required
to hold a statutory meeting. The notice convening this
statutory meeting must be given at least 21 days before the
meeting, and must specifically state that the meeting is a
statutory meeting.

6. Statutory report for Special Meetings – s130 CA
1) Total shares allocated and the extent of payment.
2) Cash received in respect of shares allocated.
3) An abstract of receipts and an account or estimate of the
preliminary expenses.
4) Personal information on Directors, secretaries and auditors.
5) A list of members
6) Particulars of any contract or the proposed modification to be
submitted for the approval of the members at the meeting.
7) The extent of company underwriting contracts.
8) The arrears, if any, due on calls from any directors and the
manager.
9) Particulars of any commission or brokerage paid or to be paid
to any director re: issue or sale of shares or debentures of the Co.

7. Annual General Meetings
s131 of the Company’s Act and summarized as follows:
The first Annual General Meeting must be held within
18 months from the date of incorporation.
Every company must in each year hold Annual General
Meeting.
Gibson v Barton: January 1- December 31.
The notice conveying the meeting must specify that it is
re: the Annual General Meeting.

8. Section 133 of the Act provides that minimum notice required
as follows: -
• (a) In case of Annual General Meeting, 21 days notice in
writing is given.
Every Annual General Meeting must be held during business
hours and on working days.
The registrar may, for any special reason, extend the time for
holding any Annual General Meeting by any given period; but
no extension of time is granted for holding the first AGM.
S131(2) One member of the company present in person or by
proxy shall be deemed to constitute a meeting.

9. Extra – Ordinary General Meetings
• S. 132(1)
• All general meetings other than the annual
general meeting shall be called extra ordinary
general meetings( Table A Article 48)
• Directors may convene an extra ordinary
general meeting(Table A article 49)

10. • The directors are bound to convene on the
requisition of
1. the holders of not less than one tenth of the
paid up capital carrying the right of voting at
general meetings, or
2. of members representing not less than one
tenth of the total voting rights; no share capital,

11. The Requisition
– Must state the objects of the meeting
– Must be signed by the requisitionist
– Deposited at the registered office of the Company

12. • If the directors do not convene a meeting
within 21 days from the date of the deposit of
the requisition, a meeting maybe convened by
either; (s.132(2))
1. The requisitionist, or
2. any of the holders of shares or members
representing more than one-half of the total
voting rights of all of them
NB: They must do so within 3 months from the date
of deposit of the requisition

13. • The requisitionist is entitled to recover any
reasonable expenses (s.132(5))
• A company’s article cannot deprive the
members of the right to requisition a meeting.
(S.132)

14. • This provision in the Act is however defective;
the directors need not hold the meeting
within any particular limit of time
– Re: Windward Islands Enterprises (U.K.) Ltd.
(1982)

15. • If it is impracticable to call or conduct a
meeting, the court, on its own motion or on
application by any director or member
entitled to vote at the meeting, may order a
meeting to be called, held and conducted.
(s.135(1))

16. Re:El Sombrero Ltd. (1958)
• Facts:
– The applicant held 900 f the 1000 shares of the
company
– The remaining shares were split equally between
the two respondents who were its only directors
– The applicant had requisitioned for a meeting
twice for the purpose of removing the directors as
directors by ordinary resolution

17. Re: El Sombrero
• On each occasion, the respondents had absented
themselves in order to ensure the quorum of two
members, as fixed by the articles, was not satisfied
• The applicant sought an order under s. 135 and a
direction that one person should be deemed to
constitute a quorum at such a meeting

18. Holding
• Registrar has mistaken himself on a question
of law
• The evidence as to the reason of not
convening the meeting was not accepted as
bona fide
• Parry J. acceded to the application and
directed that a meeting be held under the
power given by s.135

19. Class Meetings
• Not provided for by the act
• It may be held pursuant to a company’s
articles of association
• A company may vary rights attached to any
class of shares
– if consented to in writing by the holders of three-
fourths of the issued shares of that class, or
– If sanctioned by a special resolution passed at a
separate general meeting

20. • Holders of other classes of shares may attend the meeting but cannot vote
• Carruth v Imperial Chemicals Industries Ltd. (1937) AC 707
• Facts:
• the directors convened an EGM of the company and two meetings of
different classes of shares to be held on the same day and at the same
venue to approve a reduction of capital.
• As one meeting finished, the next meeting was started and each meeting
was attended by each of the different classes of member.
• The resolution of one class of members was challenged on the ground that
people who were not members of that class were present at the meeting.

21. Held
• The resolution was held to be valid and Lord Russell
said:
“There are many matters relating to the conduct of a
meeting which lie entirely in the hands of those
persons who are present and constitute the meeting.
Thus it rests with the meeting to decide ….whether
representatives of the Press, or any other persons
not qualified to be summoned to the meeting, shall
be permitted to be present, or if present, shall be
permitted to remain.”

22. Convening meetings.
• General rule: General meetings are normally
convened by the board of directors.
• Company’s articles, Table A, Art 49.
• EGM may be convened;
By any director, or any two members of the
company if there is no sufficient directors to form
a quorum within Kenya.
• Table A, Art 49.
By members holding not less than 1/10th of paid
up capital of a company or not less than 1/10th of
total voting rights of all members, if directors fail
to do so despite requisition. [Section 132(2).]

23. Cont…
• Default rule: section 134 (b).
• 2 or more members with not less than 1/10th
of issued share capital or not less than 5% in
number of members of the company may call
a meeting.
• The company secretary or other officer of the
company has no power to call a general
meeting.
• Re: State of Wyoming Syndicate.

24. Good faith.
• No malicious intent.
• Directors must act in good faith when calling a
meeting.
• Cannon v Tasks.
• Once a meeting is called, directors cannot postponed
or cancel it. The proper recourse is for the meeting to
be held and, with consent of majority of present
voting members to adjourn it.
• Smith v Paringa Mines Ltd.

25. Length of Notice
Statutory Requirements of Notice
Proper length of notice must be provided by statute or
articles. Section 133 of the Act provides that minimum notice
required for company meetings, other than the adjourned
meeting is as follows: -
(a) In case of Annual General Meeting, 21 days’ notice in
writing is given.
(b) In case of a meeting other than AGM or a meeting of
passing a special resolution, 14 days’ notice in writing and 7
days in case of unlimited company.
Any provision contained in the articles shall be valid in so far
as it provides for the calling of a meeting by a short notice
than it is provide by this section.

26. Section 133(3) – a shorter period of notice is permitted
if all members agree (AGM) or if a majority agree for
other meetings. Re: Pearce Duff & Co. Ltd – No implied
agreement through member attendance of a short
notice meeting.

27. Service of Notice
• Unless provided otherwise by the AOA, notice of the
meeting shall be served on every member of the
company in the manner in which notices are
required to be served by Table A.

28. • A failure to give notice to a single member would
render the meeting a nullity at common law
• Re: West Canadian Collieries Ltd.
• Re: East Norfolk Tramways Co ( Barber’s Case)

29. • The common law rule applies whether the failure to
give notice was deliberate or unintentional
• Table A, Article 51 The accidental omission to give
notice of a meeting to any person entitled to receive
notice shall not invalidate the proceedings at that
meeting

30. Re: West Canadian Collieries Ltd.
• Facts:
• The registrar of Western Canadian Collieries Ltd.. In
sending out notices of a special resolution for the
reduction of capital to be proposed at the annual general
meeting inadvertently omitted to send notices to 9 of the
members
• The omission was due to the fact that the
addressograph(machine for printing addresses on
envelopes) plates of these 9 members were kept in a
separate place to ensure that dividend warrants were not
sent out to them; in the past, warrants had been
returned or not cashed

31. Re: West Canadian Collieries Ltd.
• Article 75 of the company’s articles of association
was similar to article 51 of Table A
• The special resolution was passed and the company
petitioned the court for confirmation of the
reduction of capital.
• The petition was unopposed

32. Held:
• Plowman J. was satisfied that the omission was
accidental
• It therefore did not invalidate the proceedings at the
meeting
• Held that the notice of the meeting was duly given
and the resolution in question was duly passed.
Consequently the reduction was confirmed

33. Musselwhite v C.H. Musselwhite &
Son Ltd.
• It was explained that a deliberate failure to give
notice of a meeting to a member on the mistaken
ground that the member was not entitled to the
notice would not be regarded as an accidental
omission within the relevant article since it was a
mistake of the law. The meeting was therefore
declared null and void

34. Musselwhite v C.H. Musselwhite & Son Ltd.
• Facts:
• A company failed to give notice of an AGM to the
two plaintiffs who had sold their shares to the two
defendants but had not been paid and remained on
the register of members.
• The directors believed the two plaintiffs were not
entitled to notice.
• The plaintiff claimed successfully that the meeting
was a nullity and that they had the right to decide
how their shares should be voted until full payment
had been received.

35. • Table A, Article 134; notice of a general
meeting shall be given to
– Every member of the company except those
members who have not supplied to the company
an address within Kenya
– The personal representative or trustee in
bankruptcy
– The auditor for the time being of the company

36. Method of Service
• Not governed by the actA notice may be given by the
company to any member either personally or by
sending it by post. (Art 131 Table A)
• Where it is sent by post, service is deemed to be
effected at the expiration of 72 hours after letter of
notice is posted
• Notice may be given to the joint holders of a share by
giving it to the joint holder first named in the register
of members.(art 132)

37. • Notice may be given to the personal
representative or trustee in bankruptcy by
sending it through the post in a prepaid letter.
(Art. 133)

38. Contents of the Notice
• Must be clear and explicit so that the person
receiving may be in a position to decide whether or
not he ought in his own interest to attend the
meeting
• This is a fundamental legal requirement
• In practice the articles generally specify some of the
items that have to be stated in a notice

39. Tiessen v Henderson(1889)
• Facts:
• The Violet Consolidated Gold Mining Co. Ltd. was in difficulty
and meetings were summoned to put before the shareholders
alternative schemes for reconstruction
• The scheme approved was one in which certain directors had
a strong financial interest but this fact was not disclosed in the
notice convening the meeting
• The notice merely stated that the guarantors of the new
scheme were to have a right of call or share option on 50,000
of new shares without telling the shareholders that three of
the directors were interested as such guarantors.
• Kekewich, J. held the resolution invalid.

40. Kaye v Croydon Tramways Co. (1896)
Bailie v Oriental Telephone & Electric Co. Ltd. (1915)

41. Quorum.
• Quorum is the minimum number of person required
to be present for a meeting for the proper
transaction of the business which the meeting was
called for.
• The minimum number may be require in order to
commence the meeting or continue an already
commenced meeting.
• Table A, Article 53.
• Re: Hartly Baird Ltd.

42. Cont…
• S.134 (c).
• Private companies- two members present in person
or by proxy.
• Table A, part II, Article 4.
• Public companies- three members who are
personally present.
• Table A, Article 53.

43. Exceptions.
• General rule: quorum must constitute at least two
persons, this is the connotation of the term
“meeting”. (Sharp v Dawes.)
• A valid meeting may constitute of one person if;
 The registrar calls an annual general meeting with
this effect.
• Section 131 (2).
 If this by virtue of a court order.
• Section 135 (1).
• Re: El Sombero Ltd.

44. Cont…
 Variation of rights of shares where all shares are held
by one member.
• East V Bennet Brothers Ltd.
 Adjourned meeting where the articles are to this
effect.
 Sole director intends to declare the nature of his
interest in a proposed contract.
• Section 200.
• Re: Neptune (Vehicle Washing Equipment) Ltd 1995.

45. Adjournment
• Within half an hour from the time appointed for the
meeting a quorum is not present, the meeting if
convened upon the requisition of members, shall be
dissolved.
• In any other case it shall stand adjourned to the
same day in the next week at the same time and
place or to such other day and time and place as the
directors may determine
• Table A, Article 54

46. Proxies
• Any member entitled to attend and vote at a
meeting shall be entitled to appoint another person,
whether a member or not, as his proxy to attend
and vote in his stead(s.136(1)
• A proxy appointed to attend and vote for a member
of a private company shall also have the right to
speak at the meeting.

47. • S. 136(1)
– No proxy shall be appointed by a member of a
company not having a share capital
– A member of a private company shall not be
entitled to appoint more than one proxy to a
attend on the same occasion
– A proxy shall not be entitled to vote unless on a
poll

48. • Every notice of a meeting must contain a statement
alluding to the fact that every member is entitled to
appoint a proxy or proxies and that a proxy need not
be a member. (s.136(2))
• Default in complying with this provision makes every
officer of the company liable to a fine not exceeding
Ksh. 1000

49. • The requirement contained in a company’s articles
that an instrument appointing a proxy be received by
a company or any other person 48 hours before a
meeting, in order to make the appointment effective,
has been rendered void (s.136(3))

50. Chairman “Chair”
• Conducts a meeting.
• Must be informed as the business and objects of the
meeting,
• Formulating discussion questions and decision issues
• He is the presiding officer.
• Time keeper and oversees decorum.
• Keeps order and conducts the meeting. National
Dwellings Society v Sykes.

51. • Must give members present a reasonable chance to
discuss any proposed resolution.
• Should not adjourn the meeting without the consent
of the members.
• Here’s member feedback and adjudicates on
objections e.g. – regarding a voter’s voting eligibility.
• Section 134(d) – any member elected by the
members present at a meeting may be chairman
thereof.

53. Resolutions
• A meeting reaches a decision by passing a resolution
• Two kinds of resolution;
– An ordinary resolution
– A special resolution

54. • An ordinary resolution is passed by a simple majority
of votes cast; defined in Bushell v Faith as “a
resolution depending for its passing on a simple
majority of votes validly cast in conformity with the
articles”

55. • A special resolution has been passed by a majority of
not less than three-fourths of such members being
entitled to vote in person or where proxies are
allowed, by proxy, at a GM of which notice specifying
the intention to propose the resolution as a special
resolution has been duly given (141(1))

56.  Ordinary Resolution  Special Resolution
Intention to pass must not be set
out in the notice nor described as
an ordinary resolution
Intention to pass a special resolution
must be set out in full in the notice
convening the meeting and must be
described as a special resolution (S.142)
No need to deliver a signed copy of
each resolution to the registrar
Signed copy of every special resolution
must be delivered to the registrar for
registration(s.143)
•The main differences between an ordinary resolution and a special resolution

57. • The prescribed 21 days’ notice for special resolution
may be waived with the consent of a majority of the
members holding not less than 95% in nominal value
of shares carrying voting rights on in case of a
company not having share capital, 95% of the total
voting rights.

58. • A special resolution is required for major
decisions in the company such as
– Change in name
– Alteration of objects or of the articles
– Reduction of share capital
– Winding up the company voluntarily
– Presenting a petition by the company for an order
of compulsory winding up

59. Minutes
• May be defined as a record of the business
transacted at a meeting of the company
• Every company shall cause minutes of all
proceedings of general meetings to be entered in the
books. (s.145(1))
• The books containing the minutes shall be kept at
the registered office of the company and shall be
open to the inspection of any member, without
charge, during business hours for at least 2 hours in
each day. (s. 146(1))

61. • A member may require copies to be provided
within 14 days of request on payment of ksh. 1
for every hundred words. (s146(2))
• If the company fails to comply, the court may
order an immediate inspection of the minutes or
direct that the copies be sent to the person
requiring them. (s.146(4))
• Minutes when signed by the chairman of the
meeting or the next succeeding general meeting,
shall be evidence of the proceedings. (144(2))

62. Registering of resolutions
• A printed copy of the following resolutions shall,
within 30 days after passing thereof, be delivered to
the registrar for registration: (s.143(1))
– Special resolutions
– Resolutions agreed to by all the members which
would otherwise not have been effective unless
passed as special resolutions
– Resolutions agreed to by all members of a class of
shareholders
– Resolutions requiring a company to be wound up
voluntarily

63. • Where a resolution is passed at an adjourned
meeting of:
– A company
– The holders of any class of shares in a company
– The directors of a company
the resolution shall be treated as having been
passed on the date on which it was in fact
passed and shall not be deemed to have been
passed on any earlier date.