Section 277 of The Companies Act No. 17 of 2015: Right of members to require directors to convene general meeting
(1) The members of a company may require the directors to convene a general meeting of the company.
(2) The directors are required to convene a general meeting as soon as practicable after the company has received requests to do so from—
(a) members representing at least the required percentage of such of the paid-up capital of the company as carries the right of voting at general meetings of the company; or
(b) in the case of a company not having a share capital, members who represent at least the required percentage of the total voting rights of all the members having a right to vote at general meetings.
(3) The required percentage for the purpose of subsection (2) is ten percent, except as provided by subsection (4).
(4) In the case of a private company, the required percentage is five percent if—
(a) more than twelve months has elapsed since the end of the last general meeting convened in accordance with a requirement under this section; or
(b) in relation to which members had, in accordance with an enactment or the company's articles, exercised a right to require the circulation of a resolution in respect of the meeting at their request.
(5) A request for the directors to convene a general meeting is only effective if it states the general nature of the business to be dealt with at the meeting. However, such a request may include the text of a resolution that is proposed to be put to the meeting.
(6) A resolution may not be moved at a general meeting if—
(a) it would, if passed, be void because of inconsistency with any written law or the constitution of the company or otherwise;
(b) it defames a person; or (c) it is frivolous or vexatious.
(7) A request for the directors to convene a general meeting is not effective unless it is—
(a) in hard copy form or in electronic form; and
(b) authenticated by the person or persons making it.
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- Section 278 - Directors’ duty to convene general meeting required by members
(1) If requested to convene a general meeting of the company, the directorsshall —
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- Section 280 - Power of Court to order general meeting to be convened
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- Section 281 - Amount of notice to be given for general meetings
(1) In convening a general meeting (other than an adjourned meeting), a private company shall give a least twenty-one days’ notice.
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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—
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(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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(b) the place of the meeting;
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- Section 288 - Accidental failure to give notice of resolution or general meeting
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(a) a general meeting; or
(b) a resolution intended to be moved at a general meeting, an accidental failure to give notice to one or more persons is to be...
- Section 289 - Power of members to require circulation of statements
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- Section 290 - Duty of company to circulate members’ statements
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- Section 291 - Who is liable to meet cost of circulating members’ statements
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(a) the meeting to which the requests relate is an...
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(2) In any other case, (subject to the articles...
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(a) the member's rights under section 298; and
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- Section 300 - Company sponsored invitations to appoint proxies
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- Section 301 - Notice of appointment of proxy to be given to company
(1) This section applies to—
(a) the appointment of a proxy; and
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(2) A provision of the...
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(b) to grant rights to subscribe for, or to convert any security into, shares in the...