9.3 RESOLUTIONS OTHER THAN AT A MEETING
A special resolution is to be taken at a shareholders meeting. There is a further interesting development in that a special resolution need not be adopted at a meeting. S60 deals with how such resolutions may be approved in writing without having a meeting. Now if you look at the electronic aspects of the New Act this method of passing resolutions is going to make the job much easier. Company secretaries then have to look at proper electronic filing systems to back up what has occurred.
In terms of s60 (1) (a) a resolution may be voted on where it is submitted for consideration to the shareholders entitled to exercise voting rights, in relation to that resolution, and (b) voted on in writing by shareholders entitled to within 20 business days after the resolution was submitted to them. This applies to both an ordinary resolution and a special resolution, and if adopted by making use of this method has the same effect as having been approved by voting at a meeting. When using this method be weary of the numbers involved as a meeting at the registered office will pass with the necessary quorum.
The Act stipulates that any business that is to be conducted in terms of the act or the MOI at an annual general meeting may not be conducted in this manner. A proper meeting has to take place.
The election of director can be conducted using this method but can’t be removed using this method.