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

Chapter IXA: Secretary for Public Companies

268C. Filling of Casual Vacancy of Secretary

 

 

1) A casual vacancy in the office of secretary shall be filled by the directors of the public company within 90 days of the vacancy occurring.

 

2) The public company shall and any director may, if the directors fail to appoint a secretary in terms of subsection (1), within seven days after the expiration of the 90 day period, lodge with the Registrar a notice to that effect.

 

3) The directors of a public company who knowingly fail to comply with subsection (1) and a public company which fails to comply with subsection (2), shall be guilty of an offence.

 

4) During any period that the office of secretary is vacant, the directors may generally or specifically authorise any officer of the company to carry out certain or all of the secretary's duties.

 

5) If the directors fail to appoint a secretary within the 90 day period, the Registrar or the Court, upon application by a member or director, may order the public company and its directors to appoint a secretary.

 

6) If a public company and its directors knowingly fail to appoint a secretary within two months of being ordered to do so by the Registrar or the Court in terms of subsection (5), the company and its directors shall be guilty of an offence.