LML 4806 company-law-notes-1-these-notes-are-comprehensive-and-will-accommodate-you-where-needed.

COMPANY LAW NOTES: SHAREHOLDERS AND COMPANY MEETINGS: A company acts through its members in the general meeting, its directors and its employee’s. S66 (1): The day-to-day running of the company is the responsibility of the directors, (executive directors’), which has the authority to exercise all of the powers and functions of the company, except to the extent that the Act or memo of incorporation provide otherwise. Many NB decisions of the directors may have to be approved by the shareholders A shareholder: is the holder of the shares issued by the company = they get the right to vote in general meetings of members of the company. Shareholders do not have any duties towards the company, but they may have duties or obligations towards each other in terms of a shareholders’ agreement. The term shareholder is used in respect of profit companies and the term member is used in respect of non profit companies. MEETINGS Notice convening a meeting must be given to all persons who are entitled to receive notice of the meeting. • A meeting must be convened at a time, date and place, which is accessible to the members of the company. • Quorum (25%) must be present = A quorum is the minimum number of members who have to be present at the meeting before the meeting can commence. Notice of meetings: S62: 1. Must be in writing. 2. Include the date, time and place of the meeting. 3. Where the company set a record date for a meeting, the notice of the meeting must include the record date. 4. The notice should explain the general purpose of the meeting and any other specific purposes. 5. In a public company (name ends in Ltd) and a non-profit company that has voting members, notice of a shareholder meeting should be given 15 business days before the date of the meeting. In any other company (ie a public company which ends in Pty Ltd)the notice, convening the meeting must be sent ten business days before the date of the meeting. The provisions of the memorandum of Incorporation may prescribe longer minimum notice. 6. A copy of any proposed resolution received by the company, which is to be considered at the meeting, must accompany the notice convening the meeting. Downloaded by Danielle green () lOMoARcPSD| Critical Law Studies CC © Company Law Notes – Semester 1 2018 2 CLS notes do not replace prescribed materials. Publishing, sale and/or distribution of CLS notes in any manner or form is strictly prohibited and constitutes a breach of copyright. 7. The notice must indicate the percentage of voting rights required for the resolution to be adopted. 8. A notice convening the AGM of a company must contain a summary of the financial statements that will be tabled at the meeting. 9. A notice convening a meeting must contain a statement that a shareholder is entitled to appoint a proxy 10. The notice should indicate that meeting participants will be required to provide satisfactory proof of identity at the meeting. Where the company has failed to give proper notice of the meeting or there has been a defect in the giving of the notice, the meeting may proceed if the persons who are entitled to vote in respect of each item on the agenda are present at the meeting and acknowledge actual receipt of the notice and agree to waive notice of the meeting or in the case of a material defect, ratify the defective notice. PROXY: A proxy is a person appointed to represent a shareholder at a meeting. q At common law: there was no right to appoint a person, speak and vote on behalf of another. q The companies Act allow a shareholder to appoint two or more proxies. Once appointed, a proxy will be allowed to attend, participate in, speak and vote at the shareholders’ meeting. Ingre v Maxwell the court held that there must be at least two persons present to constitute a valid meeting where one person is in attendance and holds the proxies of all other persons who were entitled to attend the meeting. v The appointment of a proxy must be in writing and v signed by the shareholder appointing the proxy. v The appointment remains valid for one year after it was signed. v A proxy may delegate authority to act on behalf of the shareholder to another person. v A copy of the proxy appointment form must be delivered to the company prior to the proxy exercising any rights of the shareholder at the shareholders meeting. v The shareholder who appoints the proxy has the right to revoke the proxies’ appointment at any time by cancelling it in writing, or making a later inconsistent appointment of a proxy and delivering a copy of the revocation instrument to the proxy and the company. At the meeting the proxy is entitled to vote as he or she thinks fit unless the shareholder has indicated otherwise on the proxy form.