Section 267 of The Companies Act No. 17 of 2015: Circulation of written resolution proposed by members
(1) A company that is required under section 266 to circulate a resolution shall, subject to section 268, or an application not to circulate a members' statement, send to every eligible member of the company—
(a) a copy of the resolution; and
(b) a copy of any accompanying statement.
(2) The requirement under subsection (1) is subject to sections 268 and 269.
(3) The company shall send or deliver a written resolution to every eligible member—
(a) by sending copies at the same time so far as reasonably practicable to every eligible member in hard copy form, in electronic form or by posting the resolution on the website of the company;
(b) if it is possible to do so without undue delay—by delivering the same copy to each eligible member in turn or different copies to each of a number of eligible members in turn; or
(c) by sending copies to some members in accordance with paragraph (a) and delivering a copy or copies to other members in accordance with paragraph (b).
(4) The company shall send or deliver the copies of the written resolution or, if copies are sent or delivered to members on different days, the first of those copies not more than twenty-one days after it receives a request to circulate the resolution.
(5) The company shall attach to, or enclose with, the copy of the resolution that is sent or delivered to members under this section information specifying—
(a) how they are to signify their agreement (or disagreement) with the resolution; and
(b) the deadline, for passing the resolution if it is not to lapse.
(6) The validity of the resolution, if passed, is not affected by a failure to comply with this section.
(7) If a company fails to comply with a requirement of this section, the company, and each officer of the company who is in default, commit an offence and on conviction are each liable to a fine not exceeding five hundred thousand shillings.
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- Section 268 - Requisitioning members to meet expenses of circulation
(1) The members who requested the circulation of the resolution shall meet the cost of circulating the resolution unless the company otherwise resolves.
(2) Unless the company has previously so...
- Section 269 - Application not to circulate members’ statement
(1) A company is not required to circulate a members’ statement under section268 if, on an application by the company or another person who claims to be dissatisfied, the Court is satisfied that the...
- Section 270 - Procedure for signifying agreement to written resolution
(1) A member signifies agreement to a proposed written resolution when the company receives from that member, or from someone acting on the members’ behalf, an authenticated document—
(a) identifying...
- Section 271 - Deadline for agreeing to written resolution
(1) A proposed written resolution lapses if it is not passed before—(a) the deadline specified for this purpose in the company's articles; or
(b) if no deadline is specified the expiry of twenty...
- Section 272 - Sending documents relating to written resolutions by electronic means
If a company has given an electronic address in a document containing, or enclosed with or attached to, a proposed written resolution, any document or information relating to that resolution may be...
- Section 273 - Publication of written resolution on website
If a company sends to a person by means of a website—
(a) a written resolution; or
(b) a statement relating to a written resolution, the resolution or statement is not validly sent unless the...
- Section 274 - Relationship between this Division and provisions of company's articles
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- Section 275 - Resolutions at general meetings
A resolution of members of a company is validly passed at a general meeting if—
(a) notice of the meeting and of the resolution is given; and
(b) the meeting is held and conducted, in accordance...
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- Section 278 - Directors’ duty to convene general meeting required by members
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(a) do so within twenty-one days from the date on which request was made; and
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- Section 280 - Power of Court to order general meeting to be convened
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(b) to conduct the meeting...
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- Section 282 - Manner in which notice of general meeting to be given
A company shall give notice of a general meeting—
(a) in hard copy form;
(b) in electronic form;
(c) by means of a website; or
(d) partly by one such means and partly by one or more of the other...
- Section 283 - Publication of notice of general meeting on company's website
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- Section 288 - Accidental failure to give notice of resolution or general meeting
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(2) A...
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(2) The...