NHAS GLUP 3153 1

THOSE AGREE SAY

AYE!!!

NHAS GLUP 3153 2

1
 DEFINITION
Meeting is a gathering of two or more persons to
discuss or decide on a particular matter or issue..

EXCEPTIONS:
1) Wholly owned company.
2) Class meeting
3) Creditors meeting

NHAS GLUP 3153 3

COMPANY’S
MEETINGS

DIRECTORS’
MEMBERS’ MEETINGS
MEETINGS

BOARD COMMITTEE

ANNUAL CLASS EXTRAORDINARY

GENERAL GENERAL
MEETING MEETING

NHAS GLUP 3153 4

2
 BOARD OF DIRECTOR’S MEETING

(1)Board of director’s meeting

• Proceedings of Board
• S. 212 - Subject to the constitution, the
provisions set out in the Third Schedule shall
govern the proceedings of the Board.

NHAS GLUP 3153 5

(2)Shareholder’s meeting / Member’s meeting

(i) Annual general meetings (AGM):

• S. 2 (1) - “annual general meeting”, in relation to a public
company, means a meeting of the company required to be
held by section 340;
• S. 340 (1) - to hold in every calendar year in addition to any
other meetings held during that period, to transact the
following business:
–(a) the laying of audited financial statements and the reports of
the directors and auditors;
–(b) election of directors;
–(c) appointment and the fixing directors remuneration; and
–(d) resolution or other business under given notice.
NHAS GLUP 3153 6

3
• S. 340 (2) - the annual general meeting shall
be held within 6 months of the company’s
financial year end and not more than 15
months after the last preceding annual
general meeting.
• S.340(3) – notwithstanding (1), co shall not be
required to hold an AGM in the year of
incorporation or the following year provided
that the company hold its first AGM within 18
months from its incorporation.
NHAS GLUP 3153 7

(ii) Class meetings:

• S. 339 - application to class meetings in

relation to a meeting of holders of a class of
shares and class of members.

NHAS GLUP 3153 8

4
(iii) Extraordinary General Meeting (EGM)

• EGM is not specified in the CA 2016..

• Meeting of members other than AGM.
• From one AGM to the next AGM, sometimes
the company needs members’ resolution. As
such a general meeting will be held.

NHAS GLUP 3153 9

CALLING FOR MEMBER’S

MEETING
NHAS GLUP 3153 10

5
• Calling for Member’s Meeting
a. A meeting may be convened by the Board – S. 310 (a)
• HOWEVER:
• S. 311 (1) – the members may require the directors to convene
a meeting of members.
– S. 311 (2) – a requisition:
Shall be in hard copy/electronic form
Shall state the general nature of the business to be dealt
with;
May include the text of a resolution that may properly be
moved and is intended to be moved at the meeting;
Shall be signed/authenticated by the person making the
requisition

NHAS GLUP 3153 11

– S. 311 (3) - once received requisition from members

representing at least 10% of the paid up capital, or in the
case of a company not having a share capital, members
who represent at least 5% of the total voting rights of all
members.
– For private company - Section 311 (4) – allows members
representing at least 5% of the paid up capital of the
company carrying the right of voting at meeting of
members of the company may require a meeting of
members to be convened if more than twelve months has
elapsed since the end of the last meeting of members was
convened;

NHAS GLUP 3153 12

6
 – S. 312 (1) - the directors shall call for the meeting
within 14 days from the date of the requisition;
and hold the meeting on a date not more than 28
days after the date of the notice to convene the
meeting.
– S. 313 – if the directors did not do as stated in S,
312, members requisitioned the meeting / any
members representing more than ½ of total voting
rights of all members requisitioned the meeting,
may call the meeting.

NHAS GLUP 3153 13

b. A meeting may be convened by members – S. 310 (b);

– Any member holding at least 10% of the issued share
capital of a company or a lower percentage as specified in
the constitution or if the company has no share capital, by
at least 5% in the number of the members;
c. A meeting may be convened by court – S. 314;
– S. 314 (2) - the Court may, either of its own motion or on
the application of a director of the company; or of a
member of the company who would be entitled to vote at
the meeting; or of the personal representative of any such
member, order a meeting to be called, held and conducted
in any manner the Court thinks fit.

NHAS GLUP 3153 14

7
 NOTICE
• Person to receive notice – S. 321 - notice of a meeting
shall be given to every member, directors and auditor
of the company.

• Period of notice:
– For a private company – S. 316 (1) – subject to
company’s constitution a meeting of members,
other than a meeting for the passing of a special
resolution, shall be called by notice of at least 14
days or any longer period specified.

NHAS GLUP 3153 15

– For a public company – S. 316 (2) - other

than a meeting for the passing of a special
resolution:

a) AGM - notice at least 21 days or any longer

period specified in its constitution;
b) Any other case - at least 14 days or any
longer period specified in its constitution.

NHAS GLUP 3153 16

8
 – S. 316 (3) - an AGM may be called by a notice
shorter than 21 days, if agreed by all the members
entitled to attend and vote at the meeting.

– S. 316 (4) - meeting of members other than an

annual general meeting may be called by a notice
shorter than the period referred to in (1) or (2) if
so agreed by the majority in the number of
members entitled to attend and vote at the
meeting, being a majority who-

NHAS GLUP 3153 17

– (a) together hold not less than the requisite percentage in

the number of the shares; or
– (b) company not having a share capital - not less than the
requisite percentage in the number of the shares

• S. 316 (5) – the requisite percentage shall be:

– (a) private company – 90% or such higher percentage not
exceeding 95% as may be specified in the constitution; or
– (b) public company – 95%

NHAS GLUP 3153 18

9
 • Contents of the notice – S. 317 - notice of a
meeting of members of a company shall state
the place, date and time of the meeting; and
nature of the business of the meeting.

NHAS GLUP 3153 19

Method of Service
• S. 319 (1) – notice shall be in writing & shall be given to the
members either:
a) In hard copy;
b) In electronic form; or
c) partly in hard copy and partly in electronic form.

• S. 319 (2) – Unless otherwise provided by the constitution:

 Hard copy – served personally of by post to the address specified
by the member to the company for such purposes
 Electronic form – transmitted to the electronic address provided
by the members to the company / publishing on the websites
(see S. 320 for additional rules on notice on the websites)

NHAS GLUP 3153 20

10
 Notice on the Website
• S. 320 –publication of notice on website must comply rules of
notification
• S. 320 (2) –
 notify members of such publication in writing in hard copy /
electronic form;
 notification stating that it concerns meeting of member, place,
date and time of meeting, if it concerns public co, whether it
is AGM or not.
• S. 390 (3) – the notice of meeting must be made available
from the date of notification until the conclusion of the
meeting.

NHAS GLUP 3153 21

Accidental Omission in Serving Notice

• S. 316 (6) – shall not invalidate proceedings at a

meeting.

Resolution Requiring Special Notice

S. 322 – where special notice is required to pass a

resolution, a notice of intention to move it shall be
given to the company at least 28 days before the
meeting at which it is moved.

NHAS GLUP 3153 22

11