Determining quorum for company meetings

Quorum is the minimum number of members necessary to be present at a meeting, to yconduct the affairs of that meeting. For a company, unless the articles of association provide otherwise, no business can be transacted at any general meeting unless a quorum of members is present at the time when the meeting proceeds to business and throughout the meeting. Unless otherwise provided in the articles, the quorum for the meeting of a company shall be one third of the total number of members of the company or 25 members (whichever is less) present in person or by proxy, provided that, where the number of members is not a multiple of three, then the number nearest to one third, and where the number of members is six or less, the quorum, shall be two members.

For the purpose of determining a quorum, all members or their proxies shall be counted. Where a member or members withdraw from the meeting for what appears to the chairman to be insufficient reasons and for the purpose of reducing the quorum, and in fact the quorum is no longer present, the meeting may continue with the number present, and their decision shall bind all the shareholders and where there is only one member, he may seek direction of the court to take a decision.

Where there is a quorum at the beginning, but no quorum later due to some share‐holders leaving for what appears to the chairman to be sufficient reasons, the meeting shall be adjourned to the same place, and time, in a week’s time, and if there is no quorum still at the adjourned meeting, the members present shall then be the quorum and their decision shall bind all shareholders and where only one member is present, he may seek direction of the court to take a decision.

Reference- s. 232 CAMA

NOTE: A proxy is a person that has been selected by a member of the company, entitled to attend that meeting, to represent the said member at the meeting. Where a person wants to be represented by a proxy, he fills a proxy form and submits same to the company secretary before the date of the meeting. A proxy has equal voting rights as the member he is representing and can only be precluded from voting or from being counted as a member where the person he was supposed to represent, decides to show up at the meeting. Where this happens, the proxy and the member shall both be counted as one and their votes recorded as one vote.

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