MEETINGS

A meeting in the context of business law refers to a gathering, assembly, or coming together of two or
more persons for the transaction of some lawful business of common concern.

The procedures for meetings vary from company to company and are determined by the interplay of the
Companies Act and the company's articles.

The minimum statutory period for any type of meeting is now 14 days, and there are statutory rules
governing the period of notice that must be given for a meeting.

The need to hold one or both types of meetings will arise on a number of occasions when decisions have
to be made

Types of meetings

The types of meetings in business law include:

1. General Meetings:

 Annual General Meetings (AGMs)

 Extraordinary General Meetings (EGMs)

2. Meetings of Shareholders or Members:

 Statutory Meeting

 Class Meeting

3. Meetings of Directors:

 Board of Directors Meeting

 Committee of Directors Meeting

4. Other Meetings:

 Meetings of Debenture Holders

 Creditors Meeting

 Creditors and Contributors Meeting

General meetings

A general meeting in the context of business law refers to a meeting of a company's shareholders at
which they discuss the company's activities and make important decisions.
There are two types of general meetings: Annual General Meetings (AGMs) and Extraordinary General
Meetings (EGMs).

Annual general meetings(AGMs)

 AGMs are held annually to discuss the company's performance, strategy, and decision-making.

 The directors present an annual report, and shareholders vote on various issues such as board
appointments, executive compensation, and dividend payments.

 The exact rules for AGMs in Kenya may vary, and the Companies Act specifies the requirements
for holding an AGM.

 Notices for AGMs in Kenya are required to be issued at least 21 days in advance, and the
secretary must submit a copy of the notice to the Registrar of Societies.

 Shareholders can participate in AGMs virtually and may vote by proxy, which can be done
through various methods such as USSD codes.

 The agenda of an AGM typically includes confirming the quorum, approving the minutes of the
previous AGM, receiving and adopting financial statements, and considering any other business
for which due notification has been received 48 hours before the meeting

Extraordinary General Meetings (EGMs)

 EGMs are held to address urgent matters that cannot wait until the next scheduled Annual
General Meeting (AGM).

 The notice period for an EGM is at least seven days, as specified by the Companies Act.

 EGMs allow shareholders to express their views, ask questions, and vote on proposed
resolutions.

 Shareholders are provided with relevant information about the proposed matter and are given
the opportunity to participate in key decision-making.

 EGMs are an important mechanism for companies to engage with their shareholders and obtain
their approval on critical matters such as major corporate decisions, changes to the company's
constitution, amendments to shareholder rights, mergers or acquisitions, board appointments,
and capital restructuring.

 To convene an EGM, the company must follow certain procedures, including issuing a notice to
shareholders specifying the date, time, and venue of the meeting, along with an agenda
 Meetings of shareholders

Meetings of shareholders or members in the context of company law refer to gatherings, assemblies, or
coming together of two or more persons for the transaction of some lawful business of common
concern.

A statutory meeting

Its is a one-time gathering of members of a public company, held within a period of not less than one
month and not more than three months from the date at which the company is entitled to commence
business.

The meeting is called to enable the members to consider the statutory report, which contains particulars
relating to the formation of the company.

The statutory report must be certified by not less than two directors of the company and should include
information such as the total number of shares allotted, cash received in respect of shares, and an
abstract of receipts and an account or estimate of the preliminary expenses.

It should be noted that a statutory meeting is not held by a private company.

The Companies Act and the company's articles govern the convening of statutory meetings, and the
notice convening this meeting must be given at least 21 days before the meeting

Class meetings

 A class meeting is a gathering of the shareholders of a company that hold a particular class of
shares.

 These meetings are conducted to pass resolutions that are binding only on members of the
concerned class.

 Only members belonging to that particular class of shares have the right to attend and vote at
the meeting.

 The existence of more than one class of shares may mean that the consent of a class or classes
of shareholders is required for certain decisions, in addition to the requirement for the consent
of the shareholders as a whole.

 The articles of a company or other agreement, such as a shareholders' agreement, will set out
the procedural or approval requirements that apply in the particular circumstances.

 There are special provisions regarding quorum and poll voting that apply to class meetings, and
it is possible to use the statutory written consent procedure in relation to class approvals

Meeting of directors
in the context of company law, meetings of directors can take the form of board of directors meetings
and committee of directors meetings. Here are some key points about these meetings:

Board of Directors Meeting

This is an official meeting of the directors of a company.

It is not a legal requirement for private limited companies to hold board meetings, but it is common
practice to do so.

The board of directors is responsible for making important decisions for the company, and these
meetings provide a forum for such decision-making.

Committee of Directors Meeting:

The board of directors may form certain committees and delegate some of its powers to them.

These committees should consist of only directors, and the delegation of powers to such committees is
to be authorized by the Articles of Association.

In a large company, routine matters like allotment, transfer, and finance are handled by sub-committees
of the board of directors.

Other meetings

In the context of company law, there are various types of meetings that are significant for the
governance and decision-making within a company. These include meetings of debenture holders,
creditors meetings, and creditors and contributors meetings. Here are some key points about these
meetings:

 Meetings of Debenture Holders:

 These meetings are held according to the conditions contained in the debenture.

 They are called from time to time where the interests of debenture holders are
involved, such as in reorganization, amalgamation, or winding up of the company.

 The rules and regulations related to the notice of the meeting, appointment of a
Chairman of the meeting, passing the resolutions, quorum of the meeting, and the
writing and signing of minutes are typically entered in the trust deed.

 Creditors Meeting:

 These meetings are attended by people who have a specific right to attend, such as
committee members of a welfare group or of a registered company.
  They are held and conducted in such a manner as the court directs, and the court may
order a meeting of the creditors or a class of creditors on the application of the
concerned parties.

 Creditors and Contributors Meeting:

 These meetings are significant in the context of resolving disputes, reorganizing the
company's affairs, or resolving existing disputes.

 They are essential for enabling the members of the company to consider the statutory
report, and they are governed by specific rules and regulations.

These meetings play a crucial role in safeguarding the interests of the respective stakeholders and are
governed by the Companies Act and the company's articles

Convening a meeting

Convening a meeting in business law involves several key steps and considerations. Here's a summary of
the process:

1. Legal Framework:

 The convening of meetings is governed by the Companies Act and the company's
articles.

2. Types of Meetings:

 Meetings can include general meetings, board of directors meetings, committee of

directors meetings, meetings of debenture holders, creditors meetings, and creditors
and contributors meetings.

3. Notice and Agenda:

 Issuing notices and preparing agendas are essential steps in convening a meeting. The
Companies Act specifies the requirements for the content of the notice and the
timeframe within which it must be issued.

4. Statutory Requirements:

 The convening of meetings must adhere to statutory requirements, such as the delivery
of a certified copy of the statutory report to the registrar for registration.

5. Record-Keeping:
  Minutes of the meetings must be taken to record the proceedings and the outcome of
any proposed resolution. These minutes should be kept in the company’s statutory
register and issued to the company members.

6. Importance:

 The convening of a meeting is an essential aspect of corporate governance and decision-

making within a company, and it is subject to specific legal and procedural
requirements.

These steps and considerations are crucial to ensure that meetings are conducted in compliance with
the relevant legal framework and that the rights of the stakeholders are protected

Convening a meeting in business law involves several key steps, as outlined below:

1. Identify the Need for a Meeting:

 Determine the purpose of the meeting, whether it is a general meeting, board of

directors meeting, or a meeting of a specific class of stakeholders.

2. Compliance with Legal Framework:

 Ensure compliance with the legal framework, including the Companies Act and the
company's articles, which govern the convening of various types of meetings.

3. Issuing Notices and Preparing Agendas:

 Issue notices and prepare agendas for the meeting. The Companies Act specifies the
requirements for the content of the notice and the timeframe within which it must be
issued.

4. Statutory Requirements:

 Adhere to statutory requirements, such as the delivery of a certified copy of the

statutory report to the registrar for registration, if applicable.

5. Record-Keeping:

 Take minutes of the meeting to record the proceedings and the outcome of any
proposed resolution. These minutes should be kept in the company’s statutory register
and issued to the company members.

6. Importance of Compliance:

 The convening of a meeting is an essential aspect of corporate governance and decision-

making within a company, and it is subject to specific legal and procedural
requirements.
These steps and considerations are crucial to ensure that meetings are conducted in compliance with
the relevant legal framework and that the rights of the stakeholders are protected.