JAMAICA Law and Practice Contributed by: M. Georgia Gibson Henlin, Henlin Gibson Henlin
company. If the directors do not within 21 days from the date of the deposit of the requisition proceed duly to convene a meeting, the requisi - tionists, or any of them representing more than half of the total voting rights of all of them, may themselves convene a meeting, but any meeting so convened must not be held after the expiry of three months from that date. Also, a meeting convened by the requisitionists must be con - vened in the same manner, as nearly as possible, as that in which meetings are to be convened by directors. Additionally, in the case of a meet - ing at which a resolution is to be proposed as a special resolution, notice of the meeting must be given in order for the meeting to be duly con - vened. The Statutory Meeting and Statutory Report Section 127 of the Companies Act prescribes that every company limited by shares and every company limited by guarantee and having a share capital must, between one month to three months from the date at which the company is entitled to commence business, hold a gen - eral meeting of the members of the company, which must be called “the statutory meeting” . The directors must, at least seven days before the day on which the meeting is held, forward a report (referred to as “the statutory report” ) to every member of the company. The statutory report must be certified by not less than two directors of the company or where there are less than two directors, by the sole director, and must state: • the total number of shares allotted, distin- guishing shares allotted as fully or partly paid up other than in cash, and stating in the case of shares partly paid up the extent to which they are so paid up, and in either case, the
consideration for which they have been allot - ted; • the total amount of cash received by the company in respect of all the shares allotted; • an abstract of the receipts of the company and of the payments made, up to a date with - in seven days of the date of the report, exhib - iting under distinctive headings the receipts of the company from shares and debentures and other sources, the payments made, and particulars concerning the balance remaining in hand, and an account or estimate of the preliminary expenses of the company; • the names, addresses and descriptions of the directors, auditors, if any, managers, if any, and secretary of the company; and • the particulars of any contract, the modi - fication of which is to be submitted to the meeting for its approval, together with the particulars of the modification or proposed modification. The directors must deliver to the Registrar a cer - tified copy of the statutory report for registration after sending the report to the members of the company. Also, the directors must make a list showing the names, descriptions and addresses of the members of the company, and the number of shares held by them respectively, to be pro - duced at the commencement of the meeting and to remain open and accessible to any member of the company during the continuance of the meeting. Section 127 (10) states that the section does not apply to private companies. Voting at Meetings and Giving Notice The Companies Act describes the notice that must be given for any shareholder meeting. In the case of the annual general meeting, this is 21 days’ notice in writing and in the case of a meeting other than an annual general meeting or a meeting for the passing of a special resolu -
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