Sammel & Others v President Brand Gold Mining
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by becoming a shareholder in a company a person undertakes to be
bound by the decisions of the prescribed majority of shareholders.... that
principle of supremacy of the majority is essential is the proper functioning
of companies
Postponement and adjournment of meetings
Section 64(4)-(13)
Give this one a try later!
, - meeting may be postponed or adjourned for a week under following
conditions:
o within 1 hr after appointed time, quorum is not present
o when quorum not present at postponed or adjourned meeting, members
present in person or by proxy will be deemed to constitute quorum and
o 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
- chairperson of a meeting where quorum is not present within 1 hr of
scheduled starting tie may extend limit for a reasonable length of time on
grounds of exceptional circumstances or that one or more shareholders
having been delayed, have communicated intention to attend the meeting
and those shareholders, together with others in attendance would
constitute a quorum
- one hour rule and postponement of one week is an alterable provision
- members of a company can agree to different periods in the MOI
- notice of postponement only if location different
- shareholders' meeting may be adjourned without further notice on a
motion supported by persons with majority of voting rights
- may either be at a fixed time and place or until further notice as agreed to
at the meeting
- ordinarily may not be adjourned beyond 120 business days after record
date or 60 business days after date of adjournment
- can be altered by provisions of company's MOI
Representation by proxy
Section 58
- proxy: person who is appointed to represent a shareholder at a meeting
- Companies Act changes common law by allowing shareholder to appoint
any individual as proxy (doesn't have to be member)
- provisions of MOI may allow a shareholder to appoint two or more
proxies
- appointment must be in writing and signed by shareholder
- remains valid for one year after it was signed
- may also appoint proxy for specific time specified in appointment form
- proxy may delegate authority to act to another person
- proxy appointment form must be delivered to company prior to proxy
exercising any rights at a shareholders' meeting
- company can't compel shareholder to make irrevocable proxy
appointment
- appointment of proxy automatically suspended where the shareholder
acts directly on a particular matter
- shareholder can revoke appointment by cancelling it in writing, or making
a later inconsistent appointment of a proxy and delivery a copy of the
Give this one a try later!
by becoming a shareholder in a company a person undertakes to be
bound by the decisions of the prescribed majority of shareholders.... that
principle of supremacy of the majority is essential is the proper functioning
of companies
Postponement and adjournment of meetings
Section 64(4)-(13)
Give this one a try later!
, - meeting may be postponed or adjourned for a week under following
conditions:
o within 1 hr after appointed time, quorum is not present
o when quorum not present at postponed or adjourned meeting, members
present in person or by proxy will be deemed to constitute quorum and
o 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
- chairperson of a meeting where quorum is not present within 1 hr of
scheduled starting tie may extend limit for a reasonable length of time on
grounds of exceptional circumstances or that one or more shareholders
having been delayed, have communicated intention to attend the meeting
and those shareholders, together with others in attendance would
constitute a quorum
- one hour rule and postponement of one week is an alterable provision
- members of a company can agree to different periods in the MOI
- notice of postponement only if location different
- shareholders' meeting may be adjourned without further notice on a
motion supported by persons with majority of voting rights
- may either be at a fixed time and place or until further notice as agreed to
at the meeting
- ordinarily may not be adjourned beyond 120 business days after record
date or 60 business days after date of adjournment
- can be altered by provisions of company's MOI
Representation by proxy
Section 58
- proxy: person who is appointed to represent a shareholder at a meeting
- Companies Act changes common law by allowing shareholder to appoint
any individual as proxy (doesn't have to be member)
- provisions of MOI may allow a shareholder to appoint two or more
proxies
- appointment must be in writing and signed by shareholder
- remains valid for one year after it was signed
- may also appoint proxy for specific time specified in appointment form
- proxy may delegate authority to act to another person
- proxy appointment form must be delivered to company prior to proxy
exercising any rights at a shareholders' meeting
- company can't compel shareholder to make irrevocable proxy
appointment
- appointment of proxy automatically suspended where the shareholder
acts directly on a particular matter
- shareholder can revoke appointment by cancelling it in writing, or making
a later inconsistent appointment of a proxy and delivery a copy of the
