Describe the various kinds of resolutions that may be passed at general meetings. State the difference between them and list matters that require such resolutions to be passed before they can have effect.
ANSWER
Company meetings make decisions passing resolutions. Kenyan company law recognizes three types of resolutions namely:
• Ordinary resolution
• Resolution requiring special notice.
• Special resolution.
ORDINARY RESOLUTION:
The Companies Act does not define it.
This is a resolution that requires simple majority to pass.
It need not be set out in the notice of the meeting and is generally not registerable. Business of the company requiring an ordinary resolution include:
• Adoption of accounts
• Declaration of dividend
• Appointment of auditors
• Election of directors
• Increase of capital
SPECIAL RESOLUTION
• This is a resolution created Section 141 of the Companies Act.
• It must be supported a qualified majority of not less than 75% of all members present and voting in person and proxy.
• Must be set out in the notice of the meeting.
• Notice of intention to pass it as a special resolution must be given.
• Generally passed meetings convened a 21-day notice.
• A copy thereof must be delivered to the registrar for registration within 30 days thereof.
BUSINESS OF THE COMPANY THAT REQUIRE SUCH A RESOLUTION INCLUDE:
• Alteration of the articles
• Change of name
• Alteration of the objects clause
• Reduction of capital 68 (1)
• Creation of reserve capital
RESOLUTION REQUIRING SPECIAL NOTICE
• This is a resolution created the Companies Act.
• A 28 day notice of intention to move, it must be given to the company and the company must give a similar notice to its members failing which a 21 day notice suffices provided it is published in some newspaper circulating in Kenya or as prescribed the articles.
• It must be supported a simple majority of members.
Business of the company requiring such a resolution include:
• Removal of a director or auditor from office.
• Reappointment of a director who has attained the age of 70