COMPANIES BILL - Department of Trade and Industry

62(a) the location of the postponed or adjourned meeting; or(b) a location announced at the time of adjournment, in the case of an adjournedmeeting.(8) If, at the time appointed in terms of this section for a postponed meeting to begin,or for an adjourned meeting to resume, the requirements of subsection (1), or (3) ifapplicable, have not been satisfied—(a) the company may apply to a court for relief from the requirements of(b)subsection (1), or (3) if applicable; andif the court, on application in terms of paragraph (a), is satisfied that thecompany has complied with the relevant requirements of this Part, and that thecompany’s shareholders have been afforded reasonable notice of the meeting,the court may make an order relieving the company of the requirements ofsubsection (1), or (3) if applicable, to the extent and on any conditions that thecourt consider just and equitable.(9) Unless the company’s Memorandum of Incorporation or rules provide otherwise,after a quorum has been established for a meeting, or for a matter to be considered at ameeting, the meeting may continue, or the matter may be considered, so long as at leastone shareholder with voting rights entitled to be exercised at the meeting, or on thatmatter, is present at the meeting.(10) A shareholders meeting, or the consideration of any matter being debated at themeeting, may be adjourned from time to time without further notice, subject tosubsection (11), on a motion supported by persons entitled to exercise, in aggregate, amajority of the voting rights—(a) held by all of the persons who are present at the meeting at the time; and(b) that are entitled to be exercised on at least one matter remaining on the agendaof the meeting, or on the matter under debate, as the case may be.(11) An adjournment of a meeting, or of consideration of a matter being debated at themeeting, in terms of subsection (10)—(a) may be either—(i) to a fixed time and place; or(ii) until further notice, as agreed at the meeting; and(b) requires that a further notice be given to shareholders only if the meetingdetermined that the adjournment was ‘‘until further notice’’, as contemplatedin paragraph (a)(ii).(12) Subject to subsection (13), a meeting may not be adjourned beyond the earlierof—(a)(b)the date that is 120 business days after the record date determined inaccordance with section 59; orthe date that is 60 business days after the date on which the adjournmentoccurred.(13) A company’s Memorandum of Incorporation may provide for differentmaximum periods of adjournment of meetings than those set out in subsection (12), orfor unlimited adjournment of meetings.510152025303540Shareholder resolutions65. (1) Every resolution of shareholders is either an ordinary resolution or a specialresolution.(2) The board may propose any resolution to be considered by shareholders, and maydetermine whether that resolution will be considered at a meeting, or by vote or writtenconsent in terms of section 60.(3) Any two shareholders of a company—(a) may propose a resolution concerning any matter in respect of which they areeach entitled to exercise voting rights; and(b) when proposing a resolution, may require that the resolution be submitted toshareholders for consideration—(i) at a meeting demanded in terms of section 61(3);(ii) at the next shareholders meeting; or(iii) by written vote in terms of section 60.(4) A proposed resolution is not subject to the requirements of section 6(4), but mustbe—(a)expressed with sufficient clarity and specificity; and45505560