Mkhize and Others v Kwandile Resources (Pty) Ltd (2023/005460)
Mkhize and Others v Kwandile Resources (Pty) Ltd (2023/005460) [2024] ZAGPJHC 1013 (7 October 2024)
The court found that the directors' terms were not automatically limited by the amendment to the memorandum of incorporation; a further positive step by shareholders was required to remove or appoint directors. The directors who signed the round-robin resolution were validly appointed at the relevant time. The institution of the main application did not require a special resolution by shareholders, as the risk or exposure contemplated by the memorandum was not established on the facts. The round-robin resolution was validly adopted by a majority of eligible directors, excluding Mr Mkhize due…
Source excerpt
- Authority Of Attorneys
- Memorandum Of Incorporation Interpretation
- Board Resolutions
- Director Term Limits
- Special Resolution Requirement