The Companies Act No. 17 of 2015Section 277 of The Companies Act No. 17 of 2015: Right of members to require directors to convene general meeting
(1) The members of a company may require the directors to convene a general meeting of the company.
(2) The directors are required to convene a general meeting as soon as practicable after the company has received requests to do so from—
(a) members representing at least the required percentage of such of the paid-up capital of the company as carries the right of voting at general meetings of the company; or
(b) in the case of a company not having a share capital, members who represent at least the required percentage of the total voting rights of all the members having a right to vote at general meetings.
(3) The required percentage for the purpose of subsection (2) is ten percent, except as provided by subsection (4).
(4) In the case of a private company, the required percentage is five percent if—
(a) more than twelve months has elapsed since the end of the last general meeting convened in accordance with a requirement under this section; or
(b) in relation to which members had, in accordance with an enactment or the company's articles, exercised a right to require the circulation of a resolution in respect of the meeting at their request.
(5) A request for the directors to convene a general meeting is only effective if it states the general nature of the business to be dealt with at the meeting. However, such a request may include the text of a resolution that is proposed to be put to the meeting.
(6) A resolution may not be moved at a general meeting if—
(a) it would, if passed, be void because of inconsistency with any written law or the constitution of the company or otherwise;
(b) it defames a person; or (c) it is frivolous or vexatious.
(7) A request for the directors to convene a general meeting is not effective unless it is—
(a) in hard copy form or in electronic form; and
(b) authenticated by the person or persons making it.
Check the current authoritative text and amendment history before relying on this provision.
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