(3 ) If default is made by a company in giving notice to its members or to any person whose status is affected
as aforesaid the company and every officer of the company who is in default shall be guilty of an offence and
liable to a fine not exceeding level three.
[Section as amended by Act No. 22 of 2001]
136 Registration and copies of special resolution
(1 ) Within one month after the passing of any special resolution a copy of that resolution shall be transmitted
to the Registrar who shall, subject to subsection (2 ), register that resolution and that resolution shall be of no force
or effect until it is so registered:
Provided that on the registration of the special resolution that resolution shall be of force or effect from the
date it was passed.
(2 ) The registrar may, except upon the order of the court, refuse to register any special resolution so transmitted to him if such resolution appears to him to be contrary to this Act or of the memorandum or articles of the
company.
(3 ) Where articles have been registered, a copy of every special resolution for the time being in force shall be
embodied in or annexed to every copy of the articles issued after the registration of the resolution.
(4 ) Where articles have not been registered, a copy of every special resolution shall be transmitted to any
member of the company at his request on payment of one dollar or such less sum as the company may direct.
(5 ) If default is made in transmitting the copy of a special resolution to the Registrar the company and every
officer of the company who is in default shall be guilty of an offence and liable to a default fine not exceeding
level one.
(6 ) If default is made in complying with subsection (3) or (4) the company and every officer of the company
who is in default shall be guilty of an offence and liable to a fine not exceeding level three.
[Section as amended by Act No. 22 of 2001]
137 Resolutions passed at adjourned meetings
If a resolution is passed at an adjourned meeting of—
(a ) a company; or
(b ) the holders of any class of shares in a company; or
(c) the directors of a company; the resolution shall for all purposes be treated as having been passed on the
date on which it was in fact passed and shall not be deemed to have been passed on any earlier date.
138 Minutes of proceedings of meetings of company or directors or managers
(1 ) Every company shall cause minutes of all proceedings of general meetings, all proceedings at meetings of
its directors and, where there are managers, all proceedings at meetings of its managers, to be entered in books
kept for that purpose.
(2 ) Any such minute, if purporting to be signed by the chairman of the meeting at which the proceedings
were had or by the chairman of the next succeeding meeting, shall be evidence of the proceedings.
(3 ) Where minutes have been made in accordance with this section of the proceedings at any general meeting
of the company or meeting of directors or managers, then, until the contrary is proved, the meeting shall be
deemed to have been duly held and convened, and all proceedings had thereat to have been duly had, and all
appointments of directors, managers, secretaries or liquidators shall be deemed to be valid.
(4 ) If default is made in complying with subsection (1) the company and every officer of the company who is
in default shall be guilty of an offence and liable to a fine not exceeding level six.
[Section as amended by Act No. 22 of 2001]
139 Inspection of minute books
(1 ) The books or copies of the books certified by a director or secretary containing the minutes of proceedings of any general meeting of a company held after the 1st April, 1952, shall be kept at the registered office of
the company and shall, during business hours, subject to such reasonable restrictions as the company may by its
articles or in general meeting impose, so that not less than two hours in each day be allowed for inspection, be
open to the inspection of any member without charge.
(2 ) Any member shall be entitled to be furnished, within fourteen days after he has made a request in that behalf to the company, with a copy of such minutes as aforesaid certified by the secretary or a director as correct, at
a charge not exceeding twenty cents for every hundred words.
(3 ) If any inspection required under this section is refused or if any copy required under this section is not
sent within the proper time the company and every officer of the company who is in default shall be guilty of an
offence and liable, to a fine not exceeding level three.
(4 ) In the case of any such refusal or default the court may by order compel an immediate inspection of the
books in respect of all proceedings of general meetings or direct that the copies required shall, subject to the
payment of the appropriate sum, be sent to the persons requiring them.
[Section as amended by Act No. 22 of 2001]
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