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Companies Act, 1973 (Act No. 61 of 1973)

Chapter VII: Administration of Companies

Meetings of the Company

185. Duty of company to circulate notice of resolutions and statements by members

 

 

1) Subject to the provisions of this section, a company shall, on the requisition in writing of such number of members as is referred to in subsection (2), and (unless the company otherwise determines) at the expense of the requisitionists-
a) give to members of the company entitled to receive notice of the next annual general meeting, notice of any resolution which may properly be moved and is intended to be moved at that meeting; and
b) circulate to members entitled to have notice of any general meeting sent to them, any statement of not more than one thousand words with respect to the matter referred to in any proposed resolution or the business to be dealt with at that meeting.

 

2) The number of members necessary for a requisition under subsection (1) shall be-
a) any number of members representing not less than one-twentieth of the total voting rights of all the members having at the date of the requisition a right to vote at the meeting to which the requisition relates; or
b) not less than one hundred members.

 

3)
a) Notice of any such resolution shall be given and any such statement shall be circulated to members of the company entitled to have notice of the meeting sent to them, by serving a copy of the resolution or statement on each such member in any manner permitted for the service of notice of the meeting, and notice of any such resolution shall be given to any other member of the company by giving notice of the general effect of the resolution in any manner permitted for giving him notice of meetings of the company.
b) A copy of any such resolution or statement shall be served and notice of any such resolution shall be given in the same manner and, so far as practicable, at the same time as the notice of the meeting in question, or if it is not practicable to do so, as soon as practicable thereafter.

 

4) A company shall not be bound under this section to give notice of any resolution or to circulate any statement unless-
a) there is lodged at the registered office of the company a copy of the requisition signed by the requisitionists or two or more copies thereof which between them contain the signatures of all the requisitionists-
i) in the case of a requisition requiring notice of a resolution, not less than six weeks before the meeting; and
ii) in the case of any other requisition. not less than two weeks before the meeting; and
b) there is lodged or tendered with the requisition a sum reasonably sufficient to meet the company's expenses in giving effect thereto: Provided that if after a copy of a requisition requiring notice of a resolution has been lodged at the registered office of the company, an annual general meeting is called for a date six weeks or less after the copy has been lodged, the copy, though not lodged within the time required by this subsection, shall be deemed to have been properly lodged.

 

5)
a) The Court may absolve any company from the obligation to circulate any resolution or statement in terms of this section if, on the application either of the company or of any other interested person, the Court is satisfied that the rights thereby conferred are being abused to secure needless publicity for defamatory matter.
b) An order under this subsection may include an order for the payment by the requisitionists of the costs or any portion of the costs incurred in connection with the relevant application whether or not they are parties to the application.
c) The decision of the Court on any such application shall be final.

 

6) Notwithstanding anything contained in the articles of a company, the business which may be dealt with at an annual general meeting thereof, shall include any resolution of which notice has been given in accordance with this section, and for the purpose of this subsection notice shall be deemed to have been so given notwithstanding the accidental omission to give such notice to one or more members.

 

7) In the event of any failure to comply with any provision of subsection (1), every director or officer of the company who authorises or knowingly permits or is party to the failure, shall be guilty of an offence.