(6 ) For the purpose of determining the date for the holding of the next succeeding annual general meeting of
a company after a meeting held in pursuance of subsection (5 ), the proviso to subsection (4) shall apply, mutatis
mutandis.
(7 ) Any company which fails to comply with any provision of subsection (1) or with any call or direction
given by the Registrar in terms of subsection (5), and every director or officer of the company who knowingly is a
party to the failure, shall be guilty of an offence and liable to a fine not exceeding level three..
(8 ) A company which has failed to hold an annual general meeting within the period specified in terms of
subsection (2) or within any extension of such period granted in terms of subsection (4) or as may be called or
d irected by the Registrar in terms of subsection (5), shall, in addition to any penalty to which it may be liable in
terms of subsection (7 ), be liable to pay to the Registrar such fees as may be prescribed for every day during
which the default continues but not exceeding a maximum of twenty dollars, and the decision of the Registrar as
to the number of days during which the company is in default shall be final.
[Section as amended by Act No. 22 of 2001]
126 Convening of extraordinary general meeting on requisition
(1 ) On the requisition of members of a company holding at the date of the deposit of the requisition not less
than one-twentieth of such of the paid-up capital of the company as at the date of the deposit carries the right of
voting at general meetings of the company the directors of the company, notwithstanding anything in its articles,
shall, within twenty-one days of the deposit of the requisition, issue a notice to members convening an extraordinary general meeting of the company for a date not less than fourteen nor more than twenty-eight days from the
date of the notice:
Provided that if a special resolution is to be submitted the period of the notice shall not be less than twentyone days.
(2 ) The requisition shall state the objects of the meeting and shall be signed by the requisitionists and deposited at the registered office of the company, and may consist of several documents in like form, each signed by
one or more requisitionists.
(3 ) If the directors do not within twenty-one days from the date of the deposit of the requisition issue a notice
as required by subsection (1) the requisitionists, or any of them numbering more than fifty or representing more
than one-half of the total voting rights of all of them, may themselves convene a meeting, stating the objects
thereof, on twenty-one days’ notice, but no meeting so convened shall be held after the expiration of three months
from the said date.
(4 ) Any meeting convened under this section by the requisitionists shall be convened in the same manner, as
nearly as possible, as that in which meetings are to be convened by directors.
(5 ) Any reasonable expense incurred by the requisitionists by reason of the failure of the directors duly to
con vene a meeting shall be repaid to the requisitionists by the company, and any sum so repaid shall be retained
by the company out of any sums due or to become due from the company by way of fees or other remuneration in
res pect of their services to such of the directors as were knowingly party to the default.
(6 ) Any officer of the company who is knowingly a party to a default in convening a meeting as required by
subsection (1) shall be guilty of an offence and liable to a fine not exceeding level five or to imprisonment for a
period not exceeding six months or to both such fine and such imprisonment.
[Section as amended by Act No. 22 of 2001]
127 Length of notice for calling meetings
(1 ) A company’s annual general meeting may be called by twenty-one days’ notice in writing, and a meeting
of a company, other than an annual general meeting or a meeting for the passing of a special resolution, may be
called by fourteen days’ notice in writing or, in the case of a private company, by seven days’ notice in writing;
and any provision of a company’s articles shall be void so far as it provides for the calling of a meeting of the
company, other than an adjourned meeting, by shorter notice than that specified in this subsection.
(2 ) A meeting of a company shall, notwithstanding that it is called by shorter notice than that specified in
subsection (1) or in the company’s articles, as the case may be, be deemed to have been duly called if it is so
agreed—
(a ) in the case of a meeting called as the annual general meeting, by all the members entitled to attend and
vote thereat;
(b ) in the case of any other meeting, by a majority in number of the members having a right to attend and
vote at the meeting, being a majority holding not less than ninety-five per centum in nominal value of
the shares giving a right to attend and vote at the meeting.
128 General provisions as to meetings and votes and power of court to order meeting
(1 ) The following provisions shall have effect in so far as the articles of a company do not make other provision in that behalf—
(a ) notice of the meeting of a company shall be served on every member of the company in the manner in
which notices are required to be served by Table A;
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