ADVOKS GLOBAL · KENYA
Companies Act
277. Right of members to require directors to convene general meeting
Edition: 2024-12-27 · In force
277. Right of members to require directors to convene general meeting
(1)The members of a company may require the directors to convene a general meeting of the company.(2)The directors are required to convene a general meeting as soon as practicable after the company has received requests to do so from—(a)members representing at least the required percentage of such of the paid-up capital of the company as carries the right of voting at general meetings of the company; or(b)in the case of a company not having a share capital, members who represent at least the required percentage of the total voting rights of all the members having a right to vote at general meetings.(3)The required percentage for the purpose of subsection (2) is ten percent, except as provided by subsection (4).(4)In the case of a private company, the required percentage is five percent if—(a)more than twelve months has elapsed since the end of the last general meeting convened in accordance with a requirement under this section; or(b)in relation to which members had, in accordance with an enactment or the company's articles, exercised a right to require the circulation of a resolution in respect of the meeting at their request.(5)A request for the directors to convene a general meeting is only effective if it states the general nature of the business to be dealt with at the meeting. However, such a request may include the text of a resolution that is proposed to be put to the meeting.(6)A resolution may not be moved at a general meeting if—(a)it would, if passed, be void because of inconsistency with any written law or the constitution of the company or otherwise;(b)it defames a person; or(c)it is frivolous or vexatious.(7)A request for the directors to convene a general meeting is not effective unless it is—(a)in hard copy form or in electronic form; and(b)authenticated by the person or persons making it.