1.

0 INTRODUCTION

A company is an association of persons for some common object or objects. 1 in that vein,
decisions are made according to the view of the majority. These decisions take place at the
various meetings which take place between members and between the directors. 2 Thus, meetings
of the company are inevitable in the decision making of the company. In this work, we are going
to discuss the types of meetings of a company and the procedures for voting under the
Companies Act.3

We will begin our work by explaining albeit in brief what meetings of a company connotes and
thereafter we will then go on to discuss the types of meetings of a company and the procedures
for voting under the Companies Act.

1.1 Meeting of a company

The word “meeting” is not defined anywhere in the Companies Act.4 Ordinarily, a company may
be defined as gathering, assembling or coming together of two or more persons (by previous
notice or by mutual arrangement) for discussion and transaction of some lawful business.5

A company meeting may be defined as a concurrence or coming together of at least a quorum of

members in order to transact either ordinary or special business of the company.6

In the case of Sharp v. Dawes7 the meeting of the company was defined as;

“An assembly of people for a lawful purpose” or “the coming together of at least two
persons for any lawful purpose.

1
Stanley, Re [1906] 1 Ch. 131.
2
Ombella, J.S & Massawe, M.P. (2011). Elementary Company Law in Tanzania: A Student's Handbook. p. 132.
3
Act No. 12 of 2002.
4
Ibid.
5
Dive. (2022). All Company Meetings: A Full Guide to General Meetings. Available at
https://www/letsdive.io/blog/all-company-meetings-a-full-guide-t0-general-meetings (Accessed on May 28, 2024).
6
Ibid.
7
(1876) 2 Q.B.D. 26.
According to Kishor8 a concurrence or coming together of at least a quorum of members by
previous notice or mutual agreement for transaction business for a common interest is meeting.
From the above definitions of meeting, it can be concluded that meeting is the congregation of
several persons in a particular place for the purpose of discussing some important matters and
expressing their opinion on the questions raised.

2.0 THE TYPES OF MEETINGS OF A COMPANY UNDER THE COMPANIES ACT

NO. 12 OF 2002

The following are the types of meetings of a company;

2.1 Class meetings

Class meetings are meetings which are held by the holders of a particular class of shareholders. 9
When the meeting of a particular class of shareholders takes place such as preference shareholder
meeting, it is known as class meeting. Such a meeting can be attended only by that class of
shareholders.

Such meetings are normally called when it is proposed to vary the rights of that particular class
of shares. Section 73 of the Companies Act 10 is to that effect. For instance, section 73 (1)
provides that If in the case of a company, the share capital of which is divided into different
classes of shares, provision is made by the memorandum. or articles for authorising the variation
of the rights attached to any class of shares in the company, subject to the consent of any
specified proportion of the holders of the issued shares of that class or the sanction of a
resolution passed at a separate meeting of the holders of those shares, and in pursuance of the
said provision the rights attached to any such class of shares are at any time varied, the holders of
not less in the aggregate than ten per cent of the issued shares of that class, being persons who
did not consent to or vote in favour of the resolution for the variation, may apply to the court to
have the variation cancelled, and, where any such application is made, the variation shall not
have effect unless and until it is confirmed by the court.

8
Kishore, K. (1964). Company Law and Secretarial Practice. p. 312.
9
Ombella, J.S & Massawe, M.P. Op cit. p. 133.
10
No. 12 of 2002.
 At such meetings these members discuss the pros and cons of the proposal and vote
accordingly.11 These meetings are held to pass resolution which will bind only members of the
class concerned, and only members of that class can attend and vote.12

2.2 Meetings of the creditors

Meetings of creditors is a term used to describe a meeting setup by the company to conduct a
meeting of the company's creditors.13 The meetings of creditors are called when the company
proposes to make a scheme for arrangement with its creditors. A company, either as a running
concern or in the event of winding up, has to make certain arrangements with its creditors.
These meetings are called for the purposes of section 26114and 26215of the Companies Act,.16
where a company may enter into arrangements with creditors with the sanction of the court for
reconstruction or any arrangement with its creditors.17

2.3 Meeting of members/shareholders

A shareholders meeting is a meeting held by the shareholders of a company to discuss the

arrangements of the company.18 The shareholders of the company meet and discuss various
matters.19

The shareholders are the real owners of the company, but due to certain limitations they cannot
take part in the management of the company. They leave this to their representatives called the
directors. For controlling the board of directors and their activities ‘shareholders’ ‘meetings’ are
held from time to time. Meeting of shareholders can be classified as under.

11
Ombella, J.S & Massawe, M.P. Op cit. p. 133.
12
Ibid.
13
Kamath, N. (16.06.2023). Types of meetings in Company Law. Available at https://blog.ipleaders.in/types-of-
meetings-in-company-law/#Creditors_meeting (Accessed on May 27, 2024).
14
Concerning statement of proposals
15
Consideration of proposal by creditors meeting.
16
No. 12 of 2012.
17
Ombella, J.S & Massawe, M.P. Op cit. p. 134.
18
Cornell Law School. (2020). shareholders meeting. Available at https://www.law.cornell.edu/wex/shareholders
%27_meeting (Accessed on May 28, 2024).
19
Ombella, J.S & Massawe, M.P. Op cit. p. 134
2.3.1 Annual General Meeting

It is a meeting of shareholders which is held once in a year. The object of holding this meeting is
to review the progress and prospects of the company and elect its office-bearers for the coming
year.20

Section 133 of the Companies Act21 provides that every company shall in each year hold a
general meeting as its annual general meeting in addition to any other meetings in that year. The
Act further provides that the first annual general meeting of a company shall be held within
eighteen (18) months of its incorporation and a company shall after holding an Annual General
Meeting not exceed fifteen (15) months without holding another.

It is through an Annual General Meeting that a company's members /shareholders get an

opportunity to question the directors on amongst others, the company's business and financial
position. However, mandatory business to be transacted during an Annual General Meeting is
stipulated by the Act as follows: Annual accounts of the company; Directors' report; Auditors
report; Re-election of any directors retiring and seeking re-election of any directors retiring and
seeking re-election in accordance with any requirement in the company's articles of association;
and election or confirmation of appointment of any directors in accordance with any requirement
in the company's articles of association.22

The same must be held on a working day during the business hours at the registered office of the
company or at some other place within the city, town or village in which the registered office of
the company is situated. In case of default of holding an Annual General Meeting the
consequences are to the following effect.

If default is made in holding a meeting of the company in accordance with subsection (3), the
Minister may, on the application of any member of the company, call or direct the calling of a
general meeting of the company and give such ancillary or consequential directions as the
Registrar thinks expedient, including directions modifying or supplementing, in relation to the
calling, holding and conducting of the meeting, the operation of the company's articles; and the

20
Kamath, N. Op cit.
21
No. 12 of 2002.
22
Section 133 (1), ibid.
directions that may be given under this subsection including a direction that one member of the
company present in person or by proxy shall be deemed to constitute a meeting.23

If default is made in holding a meeting of the company in accordance with subsection (1), or in
complying with any directions of the Registrar under subsection (4), the company and every
officer of the company who is in default shall be liable to a fine and if default is made in
complying with subsection (6), the company and every officer of the company who is in default
shall be liable to a default fine.24

2.3.2 Extraordinary General meeting

Any general meeting which is not an Annual General Meeting is called and Extraordinary
General Meeting.25 The term is usually used where the company would ordinarily hold an
Annual General Meeting but where an issue arises that requires the input of the entire
membership and is too serious or urgent to wait until the next Annual General Meeting.
Members/shareholders must be informed of the purpose of the Extraordinary General Meeting so
that they may attend in a position where they can discuss and exercise intelligent judgment, or
else any resolution passed are invalid.26

The directors of a company, notwithstanding anything in its articles, shall, on a members'

requisition, immediately proceed duly to convene an extraordinary general meeting of the
company.27

Extraordinary General Meeting may be called by members of the company holding at the date of
the deposit of the requisition not less than one-tenth 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
company28 or in the case of a company not having a share capital, members of the company
representing not less than one-tenth of the total voting rights of all the members having at the
said date a right to vote at general meetings of the company.29
23
Section 133 (4) of the Companies Act.
24
Section 133 (7), ibid.
25
Ombella, J.S & Massawe, M.P. Op cit. p. 136.
26
Donoghue,W. & Edward, M. Company. In Hugh, C. (1911). Encyclopedia Britannica. vol. 6, 11th Ed. pp. 795-803.
27
Section 194 (1) of the Companies Act.
28
Section 134 (2) (a), ibid
29
Section 134 (2) (b) of the Companies Act.
Moreover, the court is also empowered to order the convening of Extraordinary General
Meeting. If for any reason it is impracticable to call a meeting of a company in any manner in
which meetings of that company may be called, or to conduct the meeting of the company in the
manner prescribed by the articles or this Act, the court may, either of its own motion or on the
application of any director of the company or of any member of the company who would be
entitled to vote at the meeting, order a meeting of the company to be called, held and conducted
in such manner as the court thinks fit.30

3.0 THE PROCEDURES FOR VOTING UNDER THE COMPANIES ACT NO. 12 OF
2002

There are a plethora of procedures for voting under the Companies Act 31 which include the
following;

3.1 Show of hands

Resolutions are to be voted upon, in the first instance, by show of hands. The Chairman’s
declaration of the results of voting by show of hands. So show of hands is one of the ways of
voting.32 Show of hands voting refers to an open voting system which involves the counting the
members present who are eligible to vote and who choose to vote by raising their hands to
indicate their vote.33

At any general meeting a resolution put to the vote of the meeting shall be decided on a show of
hands unless a poll is (before or on the declaration of the result of the show of hands)
demanded.34

In the case of Re. Horbury Bridge Coal Co.35 it was stated that;

30
Section 137 (1), ibid.
31
Ibid.
32
Ombella, J.S & Massawe, M.P. Op cit. p. 138.
33
Convene. (2022). What is Show of Hands Voting. Available at https://www.azeusconvene.com/board-portal-
glossary/what-is-show-of-hands-voting (Accessed on May 29, 2024).
34
Section 49 of the Companies Act.
35
[1987] 11 Ch. D 109. See also, Mahaliram Santhalia v. Fort Gloster Jute Manufacturing Company Ltd. AIR 1955 Cal
132.
 "We will first of all consider what may be termed the common law of the country as to
voting at meetings. It is undoubted, and it was admitted that according to such common
law, votes at all meetings are taken by show of hands."

The Supreme Court of India in the case M/s Amarjit Singh vs Chanjiti Singh and Ors 36 made
following observations on voting by show of hands;

“Before concluding, we may usefully refer to Blackwell’s of Meetings –9th Edition, page
60. In common law voting at all meetings is by a show of hands. Voting by show of hands
means counting the persons present who are entitled to vote and who choose to vote by
holding up (raising) their hand. Any person having legal right to be present at the
meeting may, at the conclusion of the voting, demand a poll and the chairperson is the
proper person to grant or refuse a poll which is in the nature of an appeal by one of the
parties dissatisfied with the decision of the Chairperson upon the show of hands. In
modern parliamentary usage a motion is carried by acclamation or by show of hands.
The Chairman or the Presiding officer asks those present to indicate their vote or choice
by holding up their hands. Once the presiding officer records the votes and after
counting the votes declares the result, it is conclusive and it can be challenged only by a
demand for poll. If the demand is not made, the Chairman’s declaration will stand (see:
Shackeleton on The Law and Practice of Meetings- 8th Edition, pages 60-62.) Once a
motion has been voted upon, it becomes a resolution of the meeting. The results of a
vote once announced is final.”

Unless a poll be so demanded, a declaration by the chairman that a resolution has on a show of
hands been carried or carried unanimously, or by a particular majority, or lost, or not carried by a
particular majority and an entry to that effect in the minutes of the meeting shall be evidence of
that fact..37

3.1.2 By poll

36
[2004] (1) SCR 397.
37
Section 50 of the Companies Act.
This is a procedure used at a general meeting of a company under which every ordinary
shareholder present in person or by proxy has one vote for every ordinary share held. This
procedure is commonly used where it is not possible to obtain a clear result by voting on a show
of hands.38

In a poll vote, votes on a resolution are calculated by reference to the number of shares held by
members present at the meeting in person, by proxy or corporate representatives and members
casting votes in advance, rather than by reference to the number of physical attendees at the
meeting.39

A poll may be demanded by the chairman or; by at least two members having the right to vote at
the meeting; or by a member or members representing not less than one-tenth of the total voting
rights of all the members having the right to vote at the meeting; or by a member or members
holding shares 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 that right; and a demand by a person as proxy for a member shall be the same as a
demand by the member.40

The more number of shares one has, the more voting rights a person has. 41 If a poll is duly
demanded it shall be taken in such manner as the chairman directs, and the result of the poll shall
be deemed to be the resolution of the meeting at which the poll was demanded. 42 A poll
demanded on the election of a chairman or on a question of adjournment shall be taken
immediately. A poll demanded on any other question shall be taken either immediately or at such
time not being more than thirty days after the poll is demanded as the chairman of the meeting
directs, and any business other than that upon which a poll has been demanded may be
proceeded with pending the taking of the poll.43

38
Thomson Reuters. (2021). Poll. Available at
https://content.net.westlaw.com/practcal-law/documents/1669bb66cee1611e698dcb09b4f043e0/Poll?
viewType=FullText&transitionType=Default&contextData=(sc.Default) (Accessed on June 1, 2024).
39
Lexis Nexis. (2024). Poll Vote definition. Available at https://www.lexisnexis.co.uk/legal/glossary/poll-vote
(Accessed on June 1, 2024).
40
Section 49 (a), (b) and (c) of the Companies Act.
41
Ombella, J.S & Massawe, M.P. Op cit. p. 138.
42
Section 52 of the Companies Act.
43
Section 54 of the Companies Act.
4.0 CONCLUSION

Therefore, in the light of the foregoing discussion, there are several types of meetings of
company under the Companies Act which include shareholders meeting which are further
categorized in Annual General Meeting and Extraordinary General Meeting. Furthermore, there
are creditors meeting, class meeting. Also, with regards to the procedures for voting under the
Companies Act a plethora of procedures for voting under the Companies Act which include
show of hands and by poll.

REFERENCES

STATUTE

The Companies Act No. 12 of 2002.

CASES

Mahaliram Santhalia v. Fort Gloster Jute Manufacturing Company Ltd. AIR 1955 Cal 132.

M/s Amarjit Singh vs Chanjiti Singh and Ors[2004] (1) SCR 397.

Re. Horbury Bridge Coal Co. [1987] 11 Ch. D 109

Sharp v. Dawes (1876) 2 Q.B.D. 26.

Stanley, Re [1906] 1 Ch. 131.

BOOKS

Donoghue,W. & Edward, M. Company. In Hugh, C. (1911). Encyclopedia Britannica. vol. 6,

(11th Ed.). Cambridge: Cambridge University Press.

Kishore, K. (1964). Company Law and Secretarial Practice. New Delhi: Asia Publishing House.

Ombella, J.S & Massawe, M.P. (2011). Elementary Company Law in Tanzania: A Student's
Handbook. Morogoro: Mzumbe University.

ONLINE SOURCES

Convene. (2022). What is Show of Hands Voting. Available at

https://www.azeusconvene.com/board-portal-glossary/what-is-show-of-hands-voting (Accessed
on May 29, 2024).

Cornell Law School. (2020). shareholders meeting. Available at

https://www.law.cornell.edu/wex/shareholders%27_meeting (Accessed on May 28, 2024).

Dive. (2022). All Company Meetings: A Full Guide to General Meetings. Available at
https://www/letsdive.io/blog/all-company-meetings-a-full-guide-t0-general-meetings (Accessed
on May 28, 2024).
Kamath, N. (16.06.2023). Types of meetings in Company Law. Available at
https://blog.ipleaders.in/types-of-meetings-in-company-law/#Creditors_meeting (Accessed on
May 27, 2024).

Lexis Nexis. (2024). Poll Vote definition. Available at

https://www.lexisnexis.co.uk/legal/glossary/poll-vote (Accessed on June 1, 2024).

Thomson Reuters. (2021). Poll. Available at

https://content.net.westlaw.com/practcal-law/documents/1669bb66cee1611e698dcb09b4f043e0/
Poll?viewType=FullText&transitionType=Default&contextData=(sc.Default) (Accessed on June
1, 2024).