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Companies Act, 1973 (Act No. 61 of 1973)

Chapter VII: Administration of Companies

Meetings of the Company

181. Calling of general meetings on requisition by members

 

 

1) The directors of a company shall, notwithstanding anything in its articles, on the requisition of-
a) one hundred members of the company or of members holding at the date of the lodging of the requisition not less than one-twentieth of such of the capital of the company as at the date of the lodgment carries the right of voting at general meetings of the company; or
b) in the case of a company not having a share capital, one hundred members of the company or of members representing not less than one-twentieth of the total voting rights of all the members having at the said date a right to vote at general meetings of the company, within fourteen days of the lodging of the requisition issue a notice to members convening a general meeting of the company for a date not less than twenty-one and not more than thirty-five days from the date of the notice.

 

2) The requisition shall state the objects of the meeting and shall be signed by the requisitionists and lodged at the registered office of the company, and may consist of several documents in like form, each signed by one or more requisitionists.

 

3) If the directors do not within fourteen days from the date of the lodging of the requisition issue a notice as required by subsection (1), the requisitionists or any of them numbering more than fifty or representing more than one-half of the total voting rights of all of them, may themselves on twenty-one days' notice convene a meeting, stating the objects thereof, but no meeting so convened shall be held after the expiration of three months from the said date.

 

4) Any meeting convened under this section by the requisitionists shall be convened in the same manner, as nearly as possible, as that in which meetings are to be convened by the directors of the company concerned.

 

5) Any reasonable expense incurred by the requisitionists by reason of the failure of the directors duly to convene a meeting shall be repaid to the requisitionists by that company, and any sum so repaid shall be retained by the company out of any sums due or to become due from the company by way of fees or other remuneration in respect of their services to such of the directors as were knowingly party to the default.

 

6) Any director or officer of a company who knowingly is a party to a failure to convene a meeting as required by subsection (1), shall be guilty of an offence.