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good faith - meetings and resolutionsthe directors must act in good faith when calling a meeting thus in cannon v tasks the directors called the
convening of general meetingsgeneral meetings are normally convened by the board of directors pursuant to the relevant provision of the companys
class meetingsclass meetings are not provided for by the act however a class meeting may be held pursuant to the provisions of the company
companys articles - meetings and resolutionsthe companys articles cannot deprive the members of the right to requisition a meeting under s132 because
extraordinary universal meetingss1321 provides for the convening of extraordinary general meeting but does not define it neither is the word
usual business at an annual general meetingthe registrar is not bound to call or direct the calling of the meeting but in the event of his refusing
annual general meeting section 1311 provides that every each company shall in each year hold a simple meeting as
list of memberss1306 provides that the directors shall cause a list showing the names and postal addresses of the members of the company and the
statutory report - meetings and resolutionscontents of the statutory report section 1303 provides that the statutory report shall be certified by
types of general meetingthe statutory meeting by section 130 every public company limited by shares and every
meetings and resolutionscompany general meetings these are held from time to time in ordera to comply with statutory provisions which
exceptionsthe rule in turquands case will not apply ifithe person suing the company is in fact an insider such as a director of the companyhoward v
rule in turquands casethis statement can be reduced to two propositions which constitute what is compositely known as the rule in turquands case
unauthorized contractsit may sometimes happen that a companys agent while entering into a contract on behalf of the company exceeds his powers under
liability the secretary is an officer of the company and thus he owes fiduciary duties to the company
position in relation to the companyin 1882 lord esher in barnett hoares amp co v south london tramsways co stated thata secretary is a mere servant
powers and duties the powers and duties of the secretary depend on the size and nature of the company and the personal contractual arrangements
company secretary 4191 appointment of the secretary by
removal article 107 provides that the managing directors appointment shall be automatically determined if
remuneration article 108 provides that a managing director shall receive such remuneration whether by way
powers of managing director article 109 offers that the directors may entrust to and confer upon a
empowers directors - company managementin the case of companies which have adopted table a article 107 empowers directors to appoint a managing
managing directorin ellis v bailey and company east africa limited 76 it was stated that without specific authority in the articles directors may not
division of companys powersarticle 80 of table a statesthe business of the company shall be managed by the directors one who may exercise all the
register of directors shareholdingssection 1961 requires every company to keep a register showing the number description and amount of any shares or