Company Meeting in Cameroon is an essential aspect of corporate Governance. It refers to General Meeting of Shareholders / members and other authorized persons that are entitled to attend such as auditors. The members in General Meeting can take certain decision to control the management of the company and ratify ultra vires acts. The quorum must be met and minutes of meeting proceedings recorded.
According to the OHADA UNIFORM RELATING TO COMMERCIAL COMPANIES AND ECONOMIC INTEREST GROUPS, the types of general company meetings in Cameroon that can be convene are:
ANNUAL GENERAL MEETING
This type of company meeting shall be convened within 6 months following the close of the fiscal year. The main business conducted at an AGM is the submission of management report, inventory and summary financial statement to the partners for approval.
ORDINARY GENERAL MEETINGS
This is a type of company meeting that is convened by shareholders to deliberate businesses like issue bond, adjudicate on financial statements, decide on allocation of income, appoint members, approve or refuse agreement concluded between the company and manager and approve auditors report.
This is the type of company meeting shall bring together shareholders of given category. The ordinary businesses conducted at special meeting are the approves or disapproves decision of ordinary general meetings and modification of rights of shareholders.
EXTRAORDINARY GENERAL MEETING
This company meeting may be convened at any time and when the need arises by shareholders in a general meeting. The ordinary businesses conducted at an extraordinary general meeting are amendment of the provisions of the Articles of Association, authorize mergers, transfer of registered office to another town, winding up of company.
ESSENTIALS OF A VALID MEETING
NOTICE OF MEETING
For company meetings in Cameroon to be valid, adequate notice must be given to persons who are entitled to attend the meeting. The length of notice, the content of the notice, attendees of the meeting should be expressly spelled out.
PLACE OF MEETING
The OHADA LAW expressly states that all statutory and annual general meetings may be held in any part of Cameroon and not necessarily at the company’s business address. Private companies can hold their general meetings virtually.
A quorum is the minimum number of persons that should be present to conduct businesses and make valid decisions at a meeting. Quorum is determined by the Articles of Association of a company or the rules of an organization. For example, if a company’s Articles states that the quorum for a board meeting is three directors, it means that if all the directors have been duly notified of the meeting and only three directors attend the meeting, the meeting can commence, and decisions can be validly made at the meeting. Conversely, if only two directors attend the meeting, the meeting will be invalid.
This describes how decisions or resolutions are passed at meetings. For a Resolution to be duly passed, the participants of the meeting are required to put the issues for discussion to vote, and the method of voting is determined by the company’s articles. Failure to make decisions according to the provisions of a company’s Articles or the company rules invalidates any decision or resolution passed at such meeting.
MINUTES OF MEETING
This is a record of all the proceedings made at any meeting. The minutes of a meeting is a record of all salient issues, matters, discussions, and deliberations made in a meeting. It includes the agenda of the meeting, the decisions made, tasks or actions to be taken, and it should be signed by the chairman and secretary of the company.
The Minutes book is proof that a meeting was duly convened. Hence, every company is required to keep a record of proceedings and decisions taken at all board meetings, board committee meetings, or general meetings in the Minutes of the meeting.
In the changing corporate world, the concept of company meetings in Cameroon needs to evolve. The traditional definition of a meeting needs to be expended in order to provide a flexible platform for shareholders to meet and pass resolutions. A number of modifications have been made nowadays reason why the services of a legal practitioner as a company secretary is needed to ensure the meetings are called at the right time, notice served and quorum properly constituted.
In the changing environment of corporate world, the concept of meeting needs to evolve. The traditional definitions of a meeting need to be expended in order to provide a flexible platform for shareholders to meet and pass a resolution.
From the early years of the 20th century until to date, there are a number of modifications have been made to the ordinary meaning of a ‘meeting’. Under the modified rules of a meeting, the physical presence of all the shareholders is no longer a requirement to constitute a valid meeting. A formal meeting is no longer required to pass a resolution. All of these modifications emerged into corporate practice with purposes to simplify and expedite the decision-making process, as well as to facilitate the shareholders in exercising their right to
Article by Barr. Mafany Victor Ngando
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