Habari, ukisoma vizuri memert yako utaona kuna sehemu inasema kuhusu Board of Directors na kwa MEMERT nyingi utakuta inasema Board of Director watakuwa hawa walianzisha Kampuni inaweka majina yake pale na inasema Board ikiudwa itakuwa na watu wangapi. Sasa angalia hiyo Memorandum yako itakupa muendelezo nzuri. Ila kitu kingine muhimu ni kuhakikisha mnakua na mkutano na mnaweka minutes zake ni muhimu sana kama Section 133 ya kampuni act inavyosema.
kwa urefu wake hii hapa chini
MEETINGS AND RESOLUTIONS
Meetings
133.-(I) Every company shall in each year hold a general meeting as
its annual general meeting in addition to any other meetings in that year,
Annual
general
meeting
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and shall specify the meeting as such in the notices calling it. At the
annual general meeting, the company shall, wherever practicable and
subject to the provisions of this Act, transact the following business:
(a) to have laid before the members the annual accounts;
(b) to have laid before the members the directors' report;
(c) to have laid before the members the auditors' report;
(d) the appointment of auditors for the period up till the next general
meeting at which accounts are laid;
(e) the re-election of any directors retiring and seeking re-election
in accordance with any requirement in the company's articles of
association;
the election or confirmation of appointment of any directors in
accordance with any requirement in the company's articles of
association.
(f)
(2) So long as a company holds its first annual general meeting within
eighteen months of its incorporation, it need not hold it in the year of its
incorporation or in the following year.
(3) Not more than fifteen months shall elapse between the date of
one annual general meeting of a company and that of the next.
(4) 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 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.
(5) A general meeting held in pursuance of subsection (4) shall, subject
to any directions of the Registrar, be deemed to be an annual general
meeting of the company; but, where a meeting so held is not held in
98 No. 12 Companies 2002
the year in which the default in holding the company's annual general
meeting occurred, the meeting so held shall not be treated as the annual
general meeting for the year in which it is held unless at that meeting the
company resolves that it shall be so treated.
(6) Where a company resolves that a meeting shall be treated as the
company's annual general meeting, a copy of the resolution shall, within
fourteen days after the passing thereof, be forwarded to the Registrar for
registration.
(7) 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.
Mkuu samahani naomba unisaidie kuhusu board of directors mimi na mwenzangu tuna kampuni kwahiyo tuko directors wawili kwa mujibu wa memorandum sasa hii board of directors tunaiundaje ili iendane na taratibu mbalimbali za kazi ya kampuni au tunaweza kusema tu kwamba board of directors ni sisi wawili inawezekana hiyo?