it's about resolutions, notice and modes of voting.

1. 1
ISLAMIC UNIVERSITY IN UGANDA
FACULTY OF LAW
BUSINESS ASSOCIATIONS II
NAME; NAYIGA DEMIT
REG NO: 120-053011-23053
YEAR: III
LECTURER; MR. SSOZI RAJAB
TASK: COURSE WORK
QUESTION
1. Draft company resolution signatories to company of your own choice
2. Draft a company resolution where Opolot David and Nandungu Gaius as new
appointed directors
3. Discuss the concept of notice in company meeting
4. Discuss different resolutions that may passed in meeting.
5. Discuss the different types of meeting

2. 2
Question 1
Notice of Meeting is way that informs a company's shareholders, directors, or
other interested parties of the time, date, and place of a corporate meeting.1
Form and Duration of Notice
Section 140 (1) and (2) of the Companies Act and Article 50 (1) of Table A
provides that a general meeting must be called by not less than 21 days’ written
notice.
However, the Exception is under Section 140 (4) (a) and Article 50 (3) of Table
A provides that all members are entitled to attend and vote must consent and agree
to a shorter notice2
. A meeting convened by consent of all members shall be deemed
to have been duly called and convened. The bottom line under this section generally
is adequate notice must be given.
In the case of RE ARCE DUFF & CO LTD it was held that the resolutions passed
at a meeting where shorter notice than 21 days was given must be qualified and a
note put that a resolution was passed.3
In Re-engineering works ltd4
the court held that it is incompetent for all the
shareholders to waive the requirements as regards to notice of meetings.
Service of Notice
Section 141 (a) of the companies Act 2012provides that notice of the meeting of a
company shall be served on every member of the company.
Accordingly, if notice is not given to every person entitled to notice, the meeting is
invalid and any resolution passed thereof will be void and of no legal effect.
1
According black’s law dictionary
2
Companies Act,2012
3
1960) 1 WLR 1014
4
(1920) 1 Ch. 466

3. 3
In the case of YOUNG Vs LADIES IMPERIAL CLUB 5
the Committee of a club
met and passed a resolution expelling another member from the club but that member
was not summoned or invited for the meeting since she had previously informed the
chairman that she would not be in position to attend. This omission invalidated the
meeting.
Omission to give notice Most AOA provide for situations where notice was not
given, where there was accidental omission or general non receipt of notice. In such
a situation, the meeting shall be valid and the resolutions passed thereof valid
resolutions.
The companies act provides that accidental omission to give notice or non-receipt of
notice shall not invalidate the proceedings of a meeting6
.
The onus of proof is on the person claiming that the meeting is valid to show that
the omission was accidental and not deliberate.
In RE WEST CANADIAN COLLIERIES it was held that the omission to give
notice of a meeting to a few members because the plate of these members was
inadvertently kept out of the machine when the envelopes were being addressed was
held to be accidental omission within the meaning of Article.51 of table A of
companies Acts.
However, in MUSSELWHITE Vs MUSSELWHITE & SONS LTD the omission
to give notice of a general meeting to the unpaid vendors of shares but who were on
the register of members and who the directors believed were no longer members was
declared an error of law and not an accidental omission.7
Content of Notice
Article 50 (2) of Table A provides that the notice must disclose the place, day, hour
of the meeting and in case of special business, the general nature of that business.
If any shareholder is absent from the meeting whose notice had not fully disclosed
the agenda, he can seek a court order to declare such a meeting null and void. This
is because the shareholder has a legal right to get notified duly or clearly of an
incumbent general meeting.
5
LTD (1920) 2 KB 523
6
Article 51 of Table A
7
(1962) CH 964

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However, directors have no legal right to attend general meetings but can only do so
as administrators and therefore, matters discussed cannot be invalidated by any
director.
In the case of HENDERSON Vs BANK OF AUSTRO the court held that notice
must be sufficiently full and specific to enable the shareholders receiving it to decide
whether to attend or not.8
The effect of this section is the preclusion of general circulars which do not give a
fair warning of what is likely to transpire. However, if a meeting goes beyond what
is specified in the agenda but is within the limits of any other business then that
meeting is valid and the resolutions thereof.
However, if a meeting goes beyond what is specified in the agenda (notice) but it is
still within the limits of any other business then that meeting is valid and the
resolutions thereof.
In decided case, the notice had the business as to elect directors. The chairman
refused a motion to fill up the vacant posts of the directors. The court held that the
refusal was wrong since the notice specified the general nature of business as
election of directors. 9
In BAILLIE Vs ORIENTAL TELEPHONE [1915] 1 CL 503 a resolution was
declared not binding since the notice was insufficient.
8
[1890] 45 CH 330
9
CHOPPINGTON [1944] 1 ALLER 462

5. 5
Question2
Resolutions are formal expression of a decision or an extract of the minutes of a
meeting can also be called the summary of the minutes. A resolution must be dated,
signed by at least two director secretary and registered by the registrar of the
companies within 30 days after it passed.
he Companies Act 147 provides for three types of resolutions at meetings, namely,
ordinary, extra-ordinary and special.
An ordinary resolution is not defined by the Act but it is a resolution passed by a
simple majority of those voting. It is employed with respect to matters, which do not
require an extraordinary or special resolution under the articles or the Act like
resolutions of the AGM.
Total votes in favor must exceed the votes against the resolution.
Votes may be casted by show of hands and use of polls with notice of meeting given
to member to pass a resolution to operate a bank account or change signatories may
be by ordinary board resolution upon its registration the registrar of the companies,
the bank cannot refuse to act upon it
Plat Jsc held that the re-organization of the company was an internal matter and the
respondent bank should have only looked at the resolution which had been fully
registered with the registrar of companies.10
An extra-ordinary resolution is not defined by the Act and is passed by a three
quarters
majority at a general meeting of which notice specifying the intention to propose the
resolution as an extraordinary resolution is required for specific matters relating to
winding up, although the articles may require one in other cases such as the
modification of class rights at class meetings.
10
Banex ltd v. Gold trust Bank ltd (1994

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A special resolution
Section 148 (1) provides that a resolution shall be a special resolution when it has
been passed by a majority of not less than three fourths of such members as, being
entitled so to do,
vote in person or, where proxies are allowed, by proxy, at a general meeting of which
notice specifying the intention to propose the resolution as a special resolution has
been duly given.
Subsection (2) companies Act provides that Subject to subsection (1), if it is agreed
by a majority in number of the members having the right to attend and vote at a
meeting referred to in subsection (1),
being a majority together holding not less than ninety-five per cent in nominal value
of the shares giving that right or in the case of a company not having a share capital,
together representing not less than ninety-five percent of the total voting rights at
that meeting of all the members, a resolution may be proposed and passed as a
special resolution at a meeting of which less than twenty-one days’ notice has been
given.
Subsection (3) companies act provides that at any meeting at which a special
resolution is submitted to be passed, a declaration of the chairperson that the
resolution is carried shall, unless a poll is demanded, be conclusive evidence of the
fact without proof of the number or proportion of the votes recorded in favor of or
against the resolution.
Companies Act provides that in computing the majority on a poll demanded on the
question that a special resolution be passed, reference shall be had to the number of
votes cast for and against the resolution.11
Companies Act provides that for the purposes of this section, notice of a meeting
shall be taken to be duly given and the meeting to be duly held when the notice is
given and the meeting held in the manner provided by this Act or the articles. 12
11
Subsection (4)
12
Subsection (5

7. 7
Question 3
There are several methods of voting that can be used during a company meeting
which include;
By Show of Hands:
Article 58 (1) of Table A provides that at any general meeting, a resolution put in a
meeting shall be decided by show of hands. And under the vote of hands, each
member is entitled to vote in person.
In this method, attendees raise their hands to vote in favour or against a motion. The
Chairperson counts the votes and declares the result. This method is commonly used
in larger meetings where a voice vote is not practical.
And Article 60 of Table A provides that where the votes are equal, the chairperson
shall have a casting vote. This means that a chairperson is not supposed to vote.
By Poll:
A poll comes into issue when members fail to agree. This is the voting on strength
of shareholding. It’s a statutory right under section 144 of the Companies Act that
a member has a right to demand for a poll. Article 58 (1) provides that a poll may
be demanded but by the following people; the chairperson, three members present
in person or by proxy, any member or members present in person or by proxy and
representing not less than one tenth of the total voting rights or all members having
the right to vote at the meeting, or , by any member or members holding shares in
the company conferring a right to vote at the meeting being shares on which an
aggregate sum has been paid up equal to not less than one tenth of the total sum paid
up on all the shares conferring the right. The policy behind voting by poll is that
voting by show of hands may first of all not reflect the wishes of the company since
proxy votes are not counted. Section 144 (1) is void in so far as it may have the
effect in (a) and (b).
By Proxy:
A proxy in company law is a document which authorises somebody to attend a
meeting on behalf of a shareholder. That appointment may or may not be a
shareholder of the company. section 143 of the Companies Act which states that a
member of a company entitled to attend and vote at a meeting of the company is

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entitled to appoint another person whether a member or not as his or her proxy to
attend and vote instead of him or her and a proxy appointed to attend and vote instead
of a member of a private company shall also have the same right as the member to
speak at the meeting. This method allows a shareholder to authorize another person
to vote on their behalf. The proxy holder is given specific instructions on how to
vote on each motion. Proxy voting is commonly used in larger corporations where a
shareholder may not be able to attend the meeting in person. Section 143 (2)
provides that subject to subsection (1), unless the articles otherwise provide that it
shall not apply in the case of a company not having a share capital; then also a
member of a private company not having a share capital and lastly a proxy not be
entitled to vote except on a poll.
By Voting Agreements:
This is where shareholders enter into an agreement to vote in a particular person or
not to vote against a particular person. Where a person has entered into an agreement,
his right to vote contrary to the agreement is curtailed. Courts are bound not to
interfere with the freedom of competent parties to make their own contract. A voting
agreement does not bind successors in title.
Each of these methods has its own advantages and disadvantages, and the choice of
method depends on the size of the meeting, the nature of the business, and the
preferences of the attendees. It is important to select a method that ensures fairness,
accuracy, and transparency in the voting process.

9. 9
THE REPUBLIC OF UGANDA
IN THE MATTER OF THE COMPANIE’S ACT NO. 1 of 2012
AND
IN THE MATTER OF STAMPERS
ORDINARY RESOLUTION
At the extra ordinary general meeting of shareholders STAMPERS LIMITED held
on the 11th
day of April 2023, at the company offices, it was discussed and resolved
as follows;
1. THAT Opolot David and Nandungu Gaius have been appointed as directors
to stamper limited.
2. THAT the registrar of companies is hereby accordingly notified.
We certify that the above is a true extract from the minutes of the said members
meeting of the company
DATED this……………….…day of
………………………………………………2023
Signed by

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…………………………………………..
……………………………………. NAKANWANGI SALOME
NAMULINDWA ANNA SHARE HOLDER
SHARE HOLDER
THE REPUBLIC OF UGANDA
IN THE MATTER OF THE COMPANIE’S ACT NO. 1 of 2012
AND
IN THE MATTER OF STAMPERS
ORDINARY RESOLUTION
At the extra ordinary general meeting of shareholders CROWNS LIMITED held
on the 11th
day of April 2023, at the company offices, it was discussed and resolved
as follows;
1. THAT SEMPALA ANDREW and NGOBI HASSAN have been appointed
as directors to stamper limited.
2. THAT the registrar of companies is hereby accordingly notified.
We certify that the above is a true extract from the minutes of the said members
meeting of the company
DATED this……………….…day of
………………………………………………2023

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Signed by
………………………………………….. …………………………………….
ZZAWENDE GRACE NSONYIWA ROSE
DIRECTOR SECRETARY