A Meeting is a gathering or assembly of persons convened for the conducting of business of a company. Such meetings include Statutory Meetings, Annual General Meetings and Extraordinary General Meetings.

Meetings are the fuel that runs a company or organization, as individuals get to brainstorm and make decisions necessary to run the company.

For every meeting to be valid, it must be duly convened by a proper authority, which gives adequate notice, properly constituted by the proper quorum and properly conducted.

According to the Company’s Act 2015 section 281, the notice given to convene an AGM should be a minimum of 21 days which should be in writing. The notice should be served to every member expected to attend the meeting.

According to the Company’s Act 2015, all companies must hold an AGM once every year including single shareholding companies, an AGM should be held 6 months after the incorporation and not more than 18 months after the incorporation. The organization should note that in line with the Government directives to curb the spread of COVID 19, the number of members in attendance should not exceed 50 people.

However, since the COVID 19 Pandemic, meetings have been restricted in line with the Government Directives on public gatherings to curb the spread of COVID 19. Companies have used technology to facilitate and conduct virtual meetings via online platforms such as Zoom meetings, Microsoft teams and many more. The company’s act 2015 is silent about holding virtual meetings and thus why companies have been urged to amend their article of association to accommodate holding of virtual meetings or hybrid meetings which combines the aspect of (Virtual and Physical meeting) to accommodate the needs of all the shareholders.

Companies that wish to hold physical meetings are put to strict guidelines and are advised to maintain social distancing of 1.5 meters, ensure proper and regular fumigation and sanitization. However, Section 292 of the Companies Act 2015 dictates Quorum to only be a minimum of two people, which therefore means that members attending meetings need not be so many. For a meeting held online to be valid, the same rules as to quorum and a 21day notice under section 281 of the Companies’ Act still apply.

There must be a Chairman and a Secretary at every meeting.

The Chairman of the meeting, who should be well informed as to the business and the objects of the meeting, convenes the meeting, formulates the topics of discussion and oversees time keep and decorum. Under section 256 the meeting then reaches a decision by passing a resolution, by a simple majority of votes cast.

Resolutions can be sent by electronic means or by publication the Company’s website. Where a resolution is published on the Company’s website, the resolution should be available on the website throughout the period from publication and including the circulation date and ending on the date on which the resolution lapses as provided for under Section 273 of the Companies’ Act.

 However, under section 262, resolutions to remove either a director or an auditor from office before the end of their term cannot be passed as written resolutions

All minutes to the meeting must be recorded and entered into books of records of the Company as required under section 317 of the Companies’ Act.

Minutes are signed by the Chairman as evidence of record of the meeting and in the case of online meetings, such may be signed electronically.

A Video or Audio recording of the meeting may also be kept as this is encouraged by the guidelines provided by the Registrar of Companies on the Conduct of Virtual meetings.

Companies that may be unable to conduct statutory meetings due to unforeseeable dynamics arising out of the pandemic can still apply to the Registrar of Companies for an extension of the period within which they can conduct their Annual General Meeting.

As per the guidelines on the Conduct of Hybrid and Virtual General Meetings of Companies published on the Business Registration Service Website, the Registrar, for any special reason, may extend the time granted within which the AGM may be held. Companies may submit their Application to extend these timelines to the Registrar of Companies.

Organizations wishing to make this application should consider the effect of delay or postponement of the AGM, and how such a delay would affect their businesses and shareholder interests.

For any inquiries or assistance in making the application to extend timelines, kindly contact us through info@imperialregistrars.co.ke