[2025] UGHCCD 56

# THE REPUBLIC OF UGANDA

### IN THE HIGH COURT OF UGANDA AT KAMPALA

# (CIVIL DIVISION)

#### MISCELLANEOUS CAUSE NO. 0224 OF 2024

IN THE MATTER OF THE COMPANIES ACT CAP.106

IN THE MATTER OF DAYS FOR GIRLS UGANDA LIMITED (BY GUARANTEE)

IN THE MATTER OF AN APPLICATION FOR AN ORDER ALLOWING THE CONVENING OF DAYS FOR GIRLS UGANDA LIMITED (BY GUARANTEE) EXTRA ORDINARY GENERAL MEETING WITH DIANAH NAKATUDDE KABBALE CONSTITUTING QUORUM UNDER SECTION 138 OF THE COMPANIES ACT CAP. 106

DIANA NAKATUDDE KABAALE (being a member of Days for girls Uganda Limited(by Guarantee) suing through WILLIAM OSAL, her Lawful Attorney) :::::::::::::::::::::::::::: APPLICANT

BEFORE: HON. JUSTICE SIMON PETER M. KINOBE

RULING

BACKGROUND

7th May 2025

The Applicant brought this application under Section 138 of the Companies Act Cap.106 and Sections 98 and 135 of the Civil Procedure Act Cap. 282 and Order 38 Rule 6(h) of the Civil Procedure Rules S. I 282-1 for orders that;

- 1. Days for girls Uganda Limited(by Guarantee) is granted leave to convene the Extra Ordinary General Meeting. - 2. A quorum of one member be provided as sufficient to conduct an Extra Ordinary General Meeting of the company.

The grounds of the application are specifically set out in the affidavit of William Osal (the lawful attorney of the applicant) but briefly are that; the applicant is a member, subscriber and guarantor of Days for Girls Uganda Limited, currently resident in the United states of America and brings this suit through her appointed Lawful Attorney William Osal. That the company is not-for-profit, limited by guarantee and with two subscribers at the time of incorporation. That the other member Ms. Diana Nampeera died on 18th April 2022. It is a requirement for the company to convene and conduct a meeting in respect to any business of the company. That the quorum for such meetings, as provided for in the Company's Articles of Association, is two members. That following the death of the other subscriber/shareholder, it is impractical to convene a meeting of the company due to lack of quorum. That it is essential that the company convenes the extra ordinary general meeting in order to comply with the statutory requirement for business operations and to allow for resolutions to be passed. It is just and equitable that this application is granted.

#### REPRESENTATION

7th May 2025

The applicant was represented by Ewalu Ronald.

# ISSUE FOR DETERMINATION

Whether, in the circumstances of this case, the applicant is entitled to the grant of an order granting leave to call, hold, and convene an extra general meeting as a single member and pass resolutions.

# DETERMINATION

My understanding from a perusal of the application, affidavit in support (and its annexures) and the submission of the applicant is that;-

- a) Days for Girls Uganda Ltd is a Company Limited by Guarantee that was incorporated in Uganda on the 09 Ju1y, 2018. - b) That the company has two guarantors/ subscribers that is, Diana Nakatudde Kabaale and Diana Nampeera. - c) On the 18th April 2022, Diana Nampeera died and the Company remained with one surviving Guarantor, the Applicant. - d) The company structures (Subscribers and Directorship) were illegally changed by the Company Secretary without following due process. - e) That Upon discovery of these illegal changes, the Applicant, who is currently resident in the United States of America, granted powers of Attorney to Mr. Osal William the country manager for the company (Days for Girls Uganda Ltd). - f) In fulfilment of the applicant's obligations under the Power of Attorney Mr. Osal William filed Company Petition No. 3607 Of 2021 with Uganda

7th May 2025

Registration Services Bureau. The Registrar of Companies, among others agreed with the petitioner and expunged entries and amendments made on the 22nd August 2023.

- g) The status quo of the company was restored to the position it was before the illegal changes. - h) The Registrar further recommended that the petitioner seeks the authority of court to hold a one-member meeting to pass the necessary resolutions for the regularization of the company. - i) That the Company's Articles of Association set the quorum to two members. - j) That it is thus currently impractical to convene a meeting of the Company in accordance with the manner prescribed in the Articles of Association and the Companies Act Cap 106 owing to the death of one of the Members/Subscriber. - k) That it is essential that the Company convenes the Extra Ordinary General Meeting soon to comply with the statutory requirement for business operations as well as aid the decision making process to allow for the appointment of new Directors and Company Secretary, registration of new members, but also to consider and approve resolutions that are important for the governance, management and operations of the Company hence this application.

Given the above observations I note that the company cannot hold its extraordinary meeting and, or pass a resolution in the absence of the quorum of two as provided in its Articles and Memorandum of Association. Given that one

7th May 2025

of its director/ member died and only one of its members is alive the aspect as to quorum cannot be fulfilled.

### Section 138(1) of the Companies Act cap 106 provides that;

"*Where for any reason it is impracticable to call a meeting of a company in any manner in which meetings of that company may be called or conduct the meeting of the company in the manner prescribed by the articles or this Act, the court may, of its own motion or on the application of any director of the company or of any member of the company who would be entitled to vote at the meeting, order a meeting of the company to be called, held and conducted in the manner the court thinks fit."*

### Further, subsection 2 and 3 provide that;

*"Where an order is made under this section the court may give such ancillary or consequential directions as it thinks expedient and it is declared that the directions that may be given under this subsection include a direction that one member of the company present in person or by proxy shall be taken to constitute a meeting.*

*(3)a meeting called, held and conducted in accordance with an order under subsection (1) shall for all purposes be taken to be a meeting of the company duly called, held and concluded*

This provision gives court jurisdiction to make orders or directions to overcome difficulties faced by a company, so that its affairs can be conducted where they might otherwise be stymied. (*See Company Cause No. 1of 2025 In the Matter of*

7th May 2025

# *an Application by Patrick Batenze and In the Matter of Liberation Finance Community Limited)*

As already stated in various authorities of this court including *Company Cause No. 1of 2025 In the Matter of an Application by Patrick Batenze and In the Matter of Liberation Finance Community Limited*,

Once a member or an officer of a company disappears or dies, as it is in this case, it is only prudent for this court to allow the surviving member to conduct the affairs of the company by taking all necessary steps in ensuring the smooth running of the company.

Accordingly, I grant the orders and prayers sought herein and allow the applicant with a quorum of one member to convene and hold an Extra-Ordinary General Meeting.

I make no orders as to costs.

SIMON PETER M. KINOBE JUDGE

…………………………………………………

DATE: …….. May 2025 7th