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{
    "id": 573961,
    "url": "https://info.mzalendo.com/api/v0.1/hansard/entries/573961/?format=api",
    "text_counter": 90,
    "type": "speech",
    "speaker_name": "Hon. Mbui",
    "speaker_title": "",
    "speaker": {
        "id": 1750,
        "legal_name": "Robert Mbui",
        "slug": "robert-mbui"
    },
    "content": "There are resolutions and meetings that are held or are expected to be held by every company and resolutions that come about as a result of the meetings. There are also laws to regulate the resolutions and meetings. For instance, no resolution of a company can be made unless it is at the meeting of members. It becomes a resolution when the company members do a vote and the resolution gets a simple majority. But there are special resolutions that would require a 70 per cent vote. The law is clear about which ones are the special resolutions and which ones are ordinary resolutions. On the issue of written resolutions, it is no longer one man, one vote, especially those that have shared capital. It becomes one vote per share. The larger the share one holds, the more votes they have when they are passing a written resolution. Of course, it is important to note that the regulation on procedure for convening meetings is also clearly stated so that companies do not operate with directors who do not call for meetings. This has been a problem in most of our companies, especially public companies, and particularly the smaller ones where directors take control. They only do elections to remove the current directors. Once new directors take over, they ensure that there is no Annual General Meetings (AGM) again. This is because chances are that next time they hold elections, they are likely to be voted out. It, therefore, becomes difficult. Some companies actually take too long without holding meetings. However, the procedure is very clear now. An annual meeting has to be held. Companies must hold these general meetings. Either the directors can convene the meetings or the members themselves. If directors fail to convene a meeting, 10 per cent of the members can compel them to call for a general meeting. Hon. Temporary Deputy Speaker, this law also talks about a key area where conflicts occur in organizations, that is in sharing of assets. It is very clear and it talks about how a company’s assets are to be distributed. There is a regulation on how that should be done. For instance, it states that distribution can only be made out of the profits available for the purpose of distribution and not everything that the company owns. There are times when members want to share the company and shut it down. It is now clear that only the profit available for the purpose of distribution can be shared. The general rules of distribution are clear and they avoid conflicts most times between members and directors. The law will ensure that this conflict on sharing of assets and profits is clearly managed. The law also deals with the issue of company takeover. We have seen in the past companies being taken over by hostile competitors. There is now regulation. In fact, the Capital Markets Authority is meant to make takeover rules to regulate takeover bids and merger transactions. It is basically a positive system that is ensuring that we do not have situations where companies---"
}