7.1 Nature and classification of company meetings

TYPES OF MEETINGS

1. Annual general meeting-the purpose of the AGM
2. General meeting
3. Class meeting
4. Board of directors meeting
5. Debenture holders meeting
6. Creditors and contributories meetings

Annual general meeting

A meeting is an annual general meeting if the notice convening it states so.

Statutory requirements regarding an AGM;

• It requires a minimum notice of 21 days.
• It must be held not more than 6 month from the end of the financial year.
• An AGM can be convened by a shorter notice if all members entitled to attend and vote agree to a shorter notice.
• Default in convening an AGM renders the company and every officer to a fine not exceeding sh. 1 million.

The ordinary business at an AGM-ONCE PER YEAR.

• Consideration of accounts and reports
• Declaration of dividend if any
• Appointment or re appointment of auditors and the fixing of their remuneration.
• Election or re-election of directors
• Any other proposed special item of agenda to be discussed.

Extra ordinary general meeting/general meetings

It’s a meeting other than the AGM of the company. It may be convened by the company any time and is called to transact some urgent or special business which cannot be postponed till the next AGM e.g change in MOA, AOA, reduction of capital etc.

All business transacted at this meeting is called special business. This meeting can be convened by;

(a)directors on their own

The directors can call for this meeting by passing a resolution at the board level whenever there is need.

b)directors on requisition

According the section 277 the directors if so required shall call such meeting on the requisition of the members of the company holding at the date of deposit of the requisition not less than 1/10^th of the total voting rights of all members.

Under section 279, if directors do not within 21 days from the date of deposit of the requisition proceed to convene the meeting, the requisitionists or any of them representing more than a half of the total voting rights of all of themselves convene the meeting which shall be held within 21 days.

Class meetings

These are meetings of a particular class of shareholders. They are convened by either the company or by the court to effect variations in the rights of the particular class of shareholders or in connection with a scheme of arrangement or at the time of winding up.

The articles may provide that certain matters affecting the interests of the holders of a particular class of shares shall be subject to the consideration of meeting of those holders only.