South Africa Case Law

Communicare and Others v Khan and Another (12/2012)

Communicare and Others v Khan and Another (12/2012) [2012] ZASCA 180; 2013 (4) SA 482 (SCA) (29 November 2012)

Court

Supreme Court of Appeal

Case number

12/2012

Judges

Cloete, Cachalia, Malan, Shongwe, Swain

The Supreme Court of Appeal held that the right of members to vote at annual general meetings for the election of directors is a personal right, not a corporate right. The exclusion of retiring directors from voting was contrary to article 15 of the articles of association, which envisaged a seamless transition of directorships and did not require directors to vacate their membership status before the election. The court found that the respondents had locus standi to challenge the validity of the resolutions, as their voting rights were adversely affected by the exclusion of eligible voters.…

Source excerpt

• Company Articles Of Association
• Members Rights
• Locus Standi
• Election Of Directors

Hood v Association of Retired Persons & Pensioners and Others (C524/2004)

Hood v Association of Retired Persons & Pensioners and Others (C524/2004) [2005] ZALC 102; [2006] 3 BLLR 311 (LC); (2006) 27 ILJ 1017 (LC) (17 December 2005)

Court

Labour Court

Case number

C524/2004

Judge

Murphy AJ

The Labour Court found that Article 19 of the Association's articles of association granted the board of directors the authority to appoint the applicant as CEO, as neither the Companies Act nor the articles required such appointments to be made by the general meeting. The exclusion of the standard articles in Schedule 1 did not restrict the board's powers in this regard. The arbitrator failed to consider the relevant provisions of the articles and the evidence, resulting in a reviewable jurisdictional error. There was no evidence to support the finding that the chairman lacked the necessary…

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• Employee Status
• Company Articles Of Association
• Jurisdictional Error
• Ultra Vires
• Mandate Of Directors

Afrovan (Pty) Ltd v Wellsted (Pty) Ltd (215/82)

Afrovan (Pty) Ltd v Wellsted (Pty) Ltd (215/82) [1984] ZASCA 25 (26 March 1984)

Court

Supreme Court of Appeal

Case number

215/82

Judges

Miller, Trengove, Cillié, Galgut, Howard

The Appellate Division held that Afrovan could act on a reported change in control of a member company and that Wellsted had a fair hearing.

• Company Articles Of Association
• Shareholder Rights
• Board Powers
• Fair Hearing
• Transfer Of Shares
• Company-articles-of-association