9.7 SOME REQUIREMENTS OF A SPECIAL RESOLUTION
Who can propose a special resolution? In terms of s 65(3) any two shareholders of a company may propose a resolution concerning any matter in respect of which they are each entitled to exercise voting rights and when proposing a resolution may require that the resolution be submitted to shareholders for consideration at a meeting, either at the next shareholders meeting or by written vote in terms of s 60.
The board or any other person specified in the MOI may call a shareholders meeting at any time. If there is a written request and a signed demand for such meeting the directors must call a meeting. Please refer to s 61(3) for regulations in regard to a demand for a shareholders meeting.
In terms of s65 (4) a proposed resolution must be expressed with sufficient clarity and specificity and be accompanied by sufficient information or explanatory material to enable a shareholder entitled to vote to participate in a meeting and to influence the outcome of the vote of the resolution.
In terms of s65 (5) at any time before the start of a meeting a shareholder or director who believes that the form of the resolution does not satisfy the requirements of sub-section (4) may seek leave to apply to a court for an order restraining the company from putting the proposed resolution to the vote until the requirements of sub-section (4) are satisfied. The court order may also require the company or the shareholders proposed resolution as the case may be to take appropriate steps to alter the resolution so that it satisfies the requirements of sub-section (4) and to compensate the applicant for costs of the proceedings if successful.
Once the resolution has been approved it cannot be challenged or set aside under subsection 4.