Are there any circumstances when one person may constitute a meeting?

One person may constitute a meeting in the following circumstances:

(i) Directors meeting:
If a private company has one director pursuant to Section 177 of the Act, that director constitutes a valid board meeting for purposes of the exercise of the powers conferred upon the board by the articles.

(ii) Class meeting
If a company‚Äüs capital has been divided into different classes of ` shares,e.g. ordinary, preference, deferred, employee etc and all the shares of a particular class are held by 1 member, that member constitutes a meeting of the holders of the class of shares. It was held in East v Bannet Brothers.

(iii) Adjourned meeting
This is a continuation of an earlier meeting. Under Article 54 of Table A, if a meeting convened by directors has no quorum within 30 minutes of the appointed time, it stands adjourned to the following week, same day, time and place unless the directors otherwise decide.

Such a meeting is duly constituted by one member present in person or by proxy.

(iv) Creditors meeting:
If in the course of winding up, only one creditor has proved his debt in accordance with Section 307 of the Act, such a creditor constitutes a creditors meeting for purposes of winding up.

(v) Annual general meeting convened by/at the instance of the registrar; under Section 131(2) of the act, if a company fails to hold an AGM in accordance with the provisions of Section 131(1) of the Act, any member may petition the registrar to call or direct the convention of an AGM. Such an AGM is duly constituted by 1 member present in person or by proxy.

(vi) Meeting convened pursuant to a court order:
Under Section 135(1) of the act, if for any reason, it is impracticable to call a meeting of the company in the ordinary manner, or to conduct a meeting in the manner prescribed by the articles and the Companies Act, the court may either on its own motion or upon application by a director or any member order the convention or conduct of a meeting. A meeting convened pursuant to such an order in duly constituted by 1 member present in person or by proxy.

Leave a Reply

Your email address will not be published. Required fields are marked *