Section 73 of the Companies Act No. 71 of 2008 prescribes the manner in which board meetings of a company must be convened.
A director who is authorized by the board of directors: (i) may call a meeting at any time; and (b) is obliged to call a meeting if 25% percent of the directors (if there are at least twelve directors), or two directors (in any other case), if such directors require him to do so.
The form and time period for convening board meetings can be determined by the board of a company so long as it complies with the company’s memorandum of incorporation. No board meeting can convene without notice being circulated to all of the directors of the company.
The above requirement can be altered in instances where all of the directors: (i) acknowledge actual receipt of the notice; (ii) are present at a meeting; or (iii) waive the notice of the meeting. In such instances, board meetings can proceed, even in instances where the company failed to give the required notice of that meeting, or if the notice of such meeting was defective.
A majority of the directors must be present at a meeting before a vote can be called at a board meeting as a majority of the votes cast on a proposed resolution is sufficient to approve such resolution.