| (2) |
The board may propose any resolution to be considered by shareholders, and may determine whether that resolution will be considered at a meeting, or by vote or written consent in terms of section 60. |
| (3) |
Any two shareholders of a company— |
| (a) |
may propose a resolution concerning any matter in respect of which they are each entitled to exercise voting rights; and |
| (b) |
when proposing a resolution, may require that the resolution be submitted to shareholders for consideration— |
| (iii) |
by written vote in terms of section 60. |
| (4) |
A proposed resolution is not subject to the requirements of section 6(4), but must be— |
| (a) |
expressed with sufficient clarity and specificity; and |
| (b) |
accompanied by sufficient information or explanatory material
|
to enable a shareholder who is entitled to vote on the resolution to determine whether to participate in the meeting and to seek to influence the outcome of the vote on the resolution.
| (5) |
At any time before the start of the meeting at which a resolution will be considered, a shareholder or director who believes that the form of the resolution does not satisfy the requirements of subsection (4) may seek leave to apply to a court for an order— |
| (a) |
restraining the company from putting the proposed resolution to a vote until the requirements of subsection (4) are satisfied; and |
| (b) |
requiring the company, or the shareholders who proposed the resolution, as the case may be, to— |
| (i) |
take appropriate steps to alter the resolution so that it satisfies the requirements of subsection (4); and |
| (ii) |
compensate the applicant for costs of the proceedings, if successful. |
| (6) |
Once a resolution has been approved, it may not be challenged or impugned by any person in any forum on the grounds that it did not satisfy subsection (4). |
| (7) |
For an ordinary resolution to be approved by shareholders, it must be supported by more than 50% of the voting rights exercised on the resolution. |
| (8) |
Except for an ordinary resolution for the removal of a director under section 71, a company’s Memorandum of Incorporation may require— |
| (a) |
a higher percentage of voting rights to approve an ordinary resolution; or |
| (b) |
one or more higher percentages of voting rights to approve ordinary resolutions concerning one or more particular matters, respectively, |
provided that there must at all times be a margin of at least 10 percentage points between the highest established requirement for approval of an ordinary resolution on any matter, and the lowest established requirement for approval of a special resolution on any matter.
| (9) |
For a special resolution to be approved by shareholders, it must be supported by at least 75% of the voting rights exercised on the resolution. |
| (10) |
A company’s Memorandum of Incorporation may permit— |
| (a) |
a different percentage of voting rights to approve any special resolution; or |
| (b) |
one or more different percentages of voting rights to approve special resolutions concerning one or more particular matters, respectively, |
provided that there must at all times be a margin of at least 10 percentage points between the highest established requirement for approval of an ordinary resolution on any matter, and the lowest established requirement for approval of a special resolution on any matter.
| (11) |
A special resolution is required to— |
| (b) |
ratify a considered revision of a company’s Memorandum of Incorporation, as contemplated in section 18(1)(b); |
| (c) |
ratify actions by the company or directors in excess of their authority, as contemplated in section 20(2); |
| (d) |
approve an issue of shares or grant of rights in the circumstances contemplated in section 41(1); |
| (e) |
approve an issue of shares or securities as contemplated in section 41(3); |
| (g) |
approve a decision of the board for re-acquisition of shares in the circumstances contemplated in section 48(8); |
| (h) |
authorise the basis for compensation to directors of a profit company, as required by section 66(9); |
| (i) |
approve the voluntary winding up of the company, as contemplated in section 80(1); |
| (j) |
approve the winding up of a company in the circumstances contemplated in section 81(1); |
| (k) |
approve an application to transfer the registration of the company to a foreign jurisdiction as contemplated in section 82(5); |
| (l) |
approve any proposed fundamental transaction, to the extent required by Part A of Chapter 5; or |
| (12) |
A company’s Memorandum of Incorporation may require a special resolution to approve any other matter not contemplated in subsection (11). |
Superior Courts Act, 2013
