Chemical Ali is a disgruntled shareholder in ChemiCottex Industry Ltd, a large Retailer Company. Chemical Ali is unhappy because she believe that a ChemiCottex Industry Ltd. Purchase fake chemicals and from business that exploit workers in developing nations. Chemical Ali has launched a public campaign to name and shame ChemiCottex in an attempt to have the company source its products from labour friendly supplies. Chemical Ali believes that she could embarrass the company by calling by calling an extra ordinary members’ meeting to answer question about the company labours practices.
· 1. Advise Chemical Ali on the procedure to call the meeting.
2. Prepare a checklist for relevant document
(a) On advising Chemical Ali on procedures to call the meeting first we are telling her the meaning and types of the meeting in order for her to be in a good position to know what kind of thing she is about to do;
Meeting refers to the occasion when people come together to discuss or decide something[1]. Also meeting can refers to the assembling of a number of persons for discussion and acting upon some matter of common interest;[2] the same broad principles apply to meetings of all associations and corporations as they do to company meetings both general and to board meetings. Meetings are basically democratic occasions, which mean fairness, reasonableness and good faith to all who are entitled to be there. The essentials of the meeting are a sufficient number to form a quorum, adequate notice of the meeting must be given, and no person entitled to be present can be excluded.[3]
Companies are regulated by articles which deal with matters of internal management such as the holding of meetings and the procedure at meetings. Other types of corporations and associations have similar internal management provisions which they variously call rules, the constitution, by-laws or standing orders. There arethree types of meeting thus meeting of members, meeting of directors and other meetings. Meeting of members is divided into two kinds that annual general meeting and extra ordinary general meeting which is divided into Extra ordinary general meeting requisition and class meeting is the meeting which held by certain class of person who hold a certain shares or hold a potential share as per section 73 read together with Schedule Table A Part I Rule 2[4].
First procedure of calling an extraordinary meeting is to request the permission from directors; as provided under section 134(1) of the Companies Act[5]that an Extraordinary General Meeting, this is the meeting other than the annual general meeting (AGM). It is the meeting called by the director at the request of the company members. The members of a company have the right to require the calling of an extraordinary general meeting by the directors. Thus the members who want to call the meeting first she must make a request to the directors, and that request must state the objectives of the meeting. When the requisition is deposited at the registered office of the company, the directors should within 21 days, move to call a meeting. If the directors fail to call and hold the meeting as aforesaid, the members who required the meeting or any of them meeting the requirement of section 134 (2) (a) and (b), as the case may be, may themselves proceed to call meeting within 3 months from the date of the requisition, and claim the necessary expenses from the company.[6]
Second procedure is by giving notice about the meeting to all members responsible; as according to section 134(3) of the Companies Act and Table C Article 7 thus upon serving the intention to serve the extra ordinary general meeting on members’ requisition; the notice must state out the objective of the meeting, and it must be signed by requistionits then posted to all people who are responsible for that meeting, also Section of 133(1) of the Companies Actit provides that every meeting shall be in each year hold a meeting as annual meeting in addition to any other meetings in that year and shall specify the meeting as such in the notices calling it.
(b) The checklist of the document is as follows;
In Table C Article 6[7]states that the directors whenever they think fit can convey an extraordinary meeting by those requistionits, as per section 133 of Companies Act. And in case the director capable for forming a quorum are not within Tanzania, then any director or any two members of the company can convey an extraordinary meeting properly.
Then the notice of the meeting is provided under Article 7 of the Table C insists about the notice of conducting the general meeting as it can be in every general meeting there must be a notice which called within twenty-one clear days which must be in writing then the notice shall specify the place, date and hour of meeting.
Is so provided at Table A of the Company Act, which provides for notice of general meeting under article 40 every meeting general shall be by twenty one clear days notice in writing the notice shall specify the time and place of the meeting and the general; nature of the business and in the case of an annual general meeting , shall all specify the meeting as such in the case of an annual general meeting by all the members entitled to attend and vote threat and in the case of any other meeting by majority in number of the members having a right to attend and vote the meeting , being a majority together holding not less than 95 percent in nominal value of the shares giving that right.[8]
Under the provision of article 41 of Table A of the Company Act provides that “subject of the provision of the articles and to any restriction imposed on any shares, the notice shall be given to all members, to all persons entitled to a share in consequence of the death or bankruptcy of members and to the directors and auditors…”
Apart from that also under article 42 of Part A of the Company Act “All business shall be deemed special that is transacted is transacted at an extra ordinary general meeting and also all that is transacted at an annual general meeting with the exception of declaring a divided, the consideration of accounts and the reports of the directors and auditors, the election of directors in a place of those retiring and the appointment of and the fixing of the remuneration of the auditors.”
Generally; Meeting will be properly convened, if Chemical Ali get permission to call the meeting also there will be proper and adequate notice given to all those entitled to attend. Then the meeting will be legally constituted. If there will be a chairperson. The rules of quorum will be maintained and the provisions of the Companies Act, Cap 212 and the articles must be complied with also the business at the meeting will be validly transacted. The meeting will be conducted in accordance with the regulations governing the meetings as we have advised above.
BIBLIOGRAPHY:
STATUTE;
Companies Act, Act no. 12 of 2002
BOOKS;
Basanti Lal Babel, (2001) Law Dictionary, Central Law Agency
Goulding G. (1999) Company law 2nd edition, Cavendish Publishing Limited-London.UK.
Oxford Advanced learner’s Dictionary, 7th edition, Oxford University Press
MANUAL;
Lubengo H. and J. Laurent Lecture Notes on Essentials of Corporate Law
PAPER PRESENTATION;
Davidson A, Meeting Procedures, Working Paper No. Ponc76 -Speech Presented -At the Program on Nonprofit Corp
[1] Oxford advanced learner’s dictionary , 7th edition, pg 918
[2] Basanti Lal Babel, (2001)Law dictionary, pg 273
[3] Davidson A, Meeting Procedures, pg 2
[4] Companies Act, Act 12, 2002
[5] Ibid
[6] Section 134(4) of the Companies Act
[7] Companies Act
[8]Companies Act
