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Appointment
- The names of the first directors are determined in writing by the subscribers or a majority of them failing which the signatories to the memorandum are the first directors.
-Directors are elected by members in general meeting by an ordinary resolution.
- to qualify for appointment as a director one must:
- Be between the age of 21-70 - Be of sound mind. - Not be an undischarged bankrupt or insolvent. - Not have been disqualified by the court.
A person appointed director must sign and deliver to the registrar for registration a written memorandum.
- If the articles require a director to hold any share qualification a person must take them up within two months of appointment or such shorter time as the articles may prescribe.
-Under section 184 (1) in the case of a public company meeting a motion for the appointment of two or more persons as directors by a single resolution must not be made unless a resolution to that effect has been agreed to by the meeting without any vote against it.
Vacation The office of director must be vacated if the director:
- Is disqualified by the court pursuant to section 189 of the Act.
- Fails to acquire share qualification.
- Is declared bankrupt or makes an arrangement or composition with his creditors generally.
- Becomes of unsound mind.
- Resigns his office by notice in writing to the company.
- Attains the age of 70 unless re-appointed.
- Is removed by an ordinary resolution of members in general meeting absents himself from directors meeting held in over six months without permission of the other directors.
-Dies
-If the company goes into liquidation.
marto answered the question on February 6, 2019 at 09:02
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Date posted: February 6, 2019. Answers (1)
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Date posted: February 6, 2019. Answers (1)
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b) Kazi Bure borrowed...(Solved)
a)State the circumstances under which a company would be required to maintain an index
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b) Kazi Bure borrowed Shs.50,000 from Tumaini Bank and deposited his XYZ Supermarket Ltd‟s share certificate with a blank transfer as a security. Subsequently he bought goods from the supermarket on credit. The goods were worth Shs.15,000. The articles of association of XYZ Supermarket Ltd claimed a first and paramount lien on its members shares on debts due to the supermarket. However, before the supermarket lien arose the bank gave the supermarket notice of Kazi Bure's share certificate having been lodged with the bank as a security for the loan. Kazi Bure is unable to pay for the goods he obtained from the supermarket and has also defaulted on the loan. XYZ Supermarket Ltd wants to exercise its lien and the bank wants to exercise its equitable right to have the shares transferred to into its name.
In this situation discuss the rights of
i) The Bank
ii) XYZ Supermarket Ltd
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regarding their legal position as joint holders of the shares. Advice them
Date posted: February 6, 2019. Answers (1)
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Per Lord Herchell L.J. in Trevor v Whitworth (1837) 12 App. Cap 409 at 415.
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Date posted: February 6, 2019. Answers (1)
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Required:
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ii) What provisions for the protection of Shem are found in such contracts?
Date posted: February 6, 2019. Answers (1)
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The shares of Promotion Limited, a private company are held by members of three families, that is, the family of Mr. Karanja, Mr. Mutisya...(Solved)
The shares of Promotion Limited, a private company are held by members of three families, that is, the family of Mr. Karanja, Mr. Mutisya and Mr. Otieno.
Mr. Karanja and Mr. Mutisya hold 90% of the company's shares. However, they feel that, the company is in need of further capital but due to the squabbles among the families, Mr. Otieno is not willing to inject additional funds so long as Mr. Karanja still holds any shares in the company. Further, Mr. Karanja and Mr. Mutisya have reasonable cause to believe and do in fact believe that the family of Mr. Otiengo is running their own business which is competing with that of Promotion Limited. It is known as a fact that Mr. Otieno is obtaining information as a member of Promotion Limited, which he is using to the benefit of his competing business.
To resolve the problems, Mr. Karanja and Mr. Mutisya propose to alter the company‟s articles of association by adding two new articles. The first article will enable the shareholders of 90% of the company's shares to compulsorily acquire the shares of the minority shareholder. The second one will require any shareholder who carries on competing business with company's business to transfer his shares to the nominee of the directors.
Required:
i) State the restrictions imposed both by common law and statute law upon a company's
power to alter its articles of association.
ii) Discuss the validity of the proposed alteration
Date posted: February 6, 2019. Answers (1)
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Date posted: February 6, 2019. Answers (1)
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Date posted: February 6, 2019. Answers (1)
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Date posted: February 6, 2019. Answers (1)
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Happy co. Ltd was incorporated in January 2000 with an authorized share capital of 50,000,000 of one shilling per share which is fully issued and fully paid. The original articles of association gave the directors authority to issue the initial authorized share capital.
The directors are proposing to purchase a plot from Mr Karan for KShs.3,000,000 and to finance the purchase by a fresh issue of 2,000,000 shares at one shilling per share to Mr. Karan. In order to develop the plot they propose to raise further capital by issuing a further 2,000,000 shares of one shilling each. The directors propose that 1,000,000 of the shares should be offered to existing shareholders and 1,000,000 to the general public. The shares to Mr Karan, the existing shareholders and to the general public are to be offered at one shilling and fifty cents each.
Explain the preliminary checks which the directors must make before proceeding with these proposals. State the steps the directors must take to give them effect.
Date posted: February 6, 2019. Answers (1)
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Dividend is payable only in cash to shareholders out of profits available for distribution.
State the rules which determine the extent to which profits...(Solved)
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Date posted: February 6, 2019. Answers (1)
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Date posted: February 6, 2019. Answers (1)
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Date posted: February 6, 2019. Answers (1)
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a)
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ii) Distinguish between fraudulent and wrongful trading. Against whom...(Solved)
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a)
i) Explain what is meant by a contributory.
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Date posted: February 6, 2019. Answers (1)
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Date posted: February 6, 2019. Answers (1)
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Date posted: February 6, 2019. Answers (1)
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Date posted: February 6, 2019. Answers (1)
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Date posted: February 6, 2019. Answers (1)
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Date posted: February 6, 2019. Answers (1)
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Date posted: February 6, 2019. Answers (1)