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Companies Act, 2008 (Act No. 71 of 2008)

Chapter 2 : Formation, Administration and Dissolution of Companies

Part F : Governance of companies

64. Meeting quorum and adjournment

 

 

1) Subject to subsections (2) to (8)—
a) a shareholders meeting may not begin until sufficient persons are present at the meeting to exercise, in aggregate, at least 25% of all of the voting rights that are entitled to be exercised in respect of at least one matter to be decided at the meeting; and
b) a matter to be decided at the meeting may not begin to be considered unless sufficient persons are present at the meeting to exercise, in aggregate, at least 25% of all of the voting rights that are entitled to be exercised on that matter at the time the matter is called on the agenda.

 

2) A company’s Memorandum of Incorporation may specify a lower or higher percentage in place of the 25% required in either or both of subsection (1)(a) or (b).

 

3) Despite the percentage figures set out in subsection (1), or in any applicable provisions of a company’s Memorandum of Incorporation, if a company has more than two shareholders, a meeting may not begin, or a matter begin to be debated, unless—
a) at least three shareholders are present at the meeting; and
b) the requirements of subsection (1) or the Memorandum of Incorporation, if different, are satisfied.

 

4) If, within one hour after the appointed time for a meeting to begin, the requirements of subsections (1), or (3) if applicable,
a) for that meeting to begin have not been satisfied, the meeting is postponed without motion, vote or further notice, for one week;
b) for consideration of a particular matter to begin have not been satisfied—
i) if there is other business on the agenda of the meeting, consideration of that matter may be postponed to a later time in the meeting without motion or vote; or
ii) if there is no other business on the agenda of the meeting, the meeting is adjourned for one week, without motion or vote.

 

5) The person intended to preside at a meeting that cannot begin due to the operation of subsection (1)(a), or (3) if applicable, may extend the one-hour limit allowed in subsection (4) for a reasonable period on the grounds that—
a) exceptional circumstances affecting weather, transportation or electronic communication have generally impeded or are generally impeding the ability of shareholders to be present at the meeting; or
b) one or more particular shareholders, having been delayed, have communicated an intention to attend the meeting, and those shareholders, together with others in attendance, would satisfy the requirements of subsection (1), or (3) if applicable.

 

6) A company’s Memorandum of Incorporation or rules may specify a different time in substitution for—
a) the period of one hour contemplated in subsections (4) and (5), respectively; or
b) the period of one week contemplated in subsection (4).

 

7) A company is not required to give further notice of a meeting that is postponed or adjourned in terms of subsection (4), unless the location for the meeting is different from—
a) the location of the postponed or adjourned meeting; or
b) a location announced at the time of adjournment, in the case of an adjourned meeting.

 

8) If, at the time appointed in terms of this section for a postponed meeting to begin, or for an adjourned meeting to resume, the requirements of subsection (1), or (3) if applicable, have not been satisfied, the shareholders, or in the case of a non-profit company, the members of the company present in person or by proxy will be deemed to constitute a quorum.

 

9) Unless the company’s Memorandum of Incorporation or rules provide otherwise, after a quorum has been established for a meeting, or for a matter to be considered at a meeting, the meeting may continue, or the matter may be considered, so long as at least one shareholder with voting rights entitled to be exercised at the meeting, or on that matter, is present at the meeting.

 

10) A shareholders meeting, or the consideration of any matter being debated at the meeting, may be adjourned from time to time without further notice, subject to subsection (11), on a motion supported by persons entitled to exercise, in aggregate, a majority of the voting rights—
a) held by all of the persons who are present at the meeting at the time; and
b) that are entitled to be exercised on at least one matter remaining on the agenda of the meeting, or on the matter under debate, as the case may be.

 

11) An adjournment of a meeting, or of consideration of a matter being debated at the meeting, in terms of subsection (10)—
a) may be either—
i) to a fixed time and place; or
ii) until further notice, as agreed at the meeting; and
b) requires that a further notice be given to shareholders only if the meeting determined that the adjournment was ‘‘until further notice’’, as contemplated in paragraph (a)(ii).

 

12) Subject to subsection (13), a meeting may not be adjourned beyond the earlier of—
a) the date that is 120 business days after the record date determined in accordance with section 59; or
b) the date that is 60 business days after the date on which the adjournment occurred.

 

13) A company’s Memorandum of Incorporation may provide for different maximum periods of adjournment of meetings than those set out in subsection (12), or for unlimited adjournment of meetings.