ZIMBABWE Law and Practice Contributed by: Norman Chimuka and Tonderai Sena, ChimukaMafunga Commercial Attorneys
2.6 Quorum, Voting Requirements and Proposal of Resolutions A majority of the total number of votes entitled to vote on a matter shall constitute a quorum for decision of a general meeting unless the company’s memoran- dum and articles of association provide for a greater or lesser quorum but not less than one-third of the votes of the shares entitled to so vote. 2.7 Types of Resolutions and Thresholds There are three types of resolutions which can be passed by shareholders, namely, ordinary resolutions, special resolutions and written resolutions. Ordinary resolutions are those which are passed by a simple majority (more than 50%) of the votes cast by the shareholders present and voting, either in person or by proxy. Special resolutions are those which are passed by a majority of not less than 75% of such members enti- tled to vote as are present in person or by proxy at the meeting. A written resolution is a type of special resolution signed by all the members of a private company enti- tled to attend and vote on such resolution at a general meeting and such a resolution is valid for all purposes as if same had been passed at a general meeting of the company duly convened and held. A special resolution is required where the statutes and the company’s constitutive documents specifi- cally state so. In all other circumstances, all other resolutions shall be ordinary resolutions. For instance, under the Companies and Other Business Entities Act [Chapter 24:31] (hereinafter referred to as the “COBE Act”), a special resolution is required in any of the fol- lowing circumstances: • whenever so stated in the memorandum of asso - ciation; • for adoption of an amendment to the memoran- dum; • for adoption of a plan and contract for merger; • for approval of a major transaction; or • for a decision to dissolve the company.
2.8 Shareholder Approval Generally, matters which are reserved for sharehold- ers in accordance with the constitutive documents and the statutes must be approved accordingly by the shareholders. Such matters include but are not limited to the following: • adoption of the annual financial statements; • declaration of dividends; • appointment and remuneration of directors; • appointment of auditors; • granting of financial assistance to directors or related parties; • amendments to the company’s constitutive docu- ments; • change of the company’s name; • placement of the company under voluntary liquida- tion or corporate rescue proceedings; • alteration of the company’s share capital; • conversion of shares from one class to another; and • amalgamation or merger with another company. 2.9 Voting Requirements The following voting requirements apply for passing resolutions: • Any member of a company is entitled to attend and vote at a meeting of the company in person or by proxy and a proxy appointed to attend and vote instead of a member shall also have the same right as the member to speak at the meeting. • Voting can be conducted either by a show of hands or by a poll. • A member or their proxy is entitled to demand or join in demanding a poll. • On a poll taken at a meeting of a company, a mem- ber entitled to more than one vote need not, if he or she votes, use all his or her votes or cast all the votes he or she uses in the same way. • A director or officer of a company may not act as a proxy for a shareholder. • No proxy appointment shall be valid for longer than six months unless otherwise provided in the proxy appointment or the articles of association. • If a quorum is present, the affirmative vote of a majority of the shares present and entitled to vote on the matter shall be the decision of the meeting,
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