GUIDE TO THE MEMORANDUM OF INCORPORATION

(2) Where the company has only one director, as per Section 57(3), theauthority of that director to act without notice or compliance with anyother internal formalities as set out in that section is not limited orrestricted by the MOI or may be limited or restricted as set out in Part F ofSchedule 5. In other words, the company may set out in the Schedule anyprovision limiting or restricting such a lone director to act without regard toformalities [as is contemplated in Section 57(3)];See Table G on page 45 (leniency);5.3 Directors’ Meetings and Committees(1) Decisions other than at a board meetingThe authority of the company’s board of directors to consider a matter otherthan at a meeting as set out in Section 74 (informally) may be allowedand not limited or restricted in the MOI – whereby a decision is adopted bywritten consent of the majority of directors given in person or by electroniccommunication, provided each director has received notice of the matter tobe decided – (i.e “round robin” directors resolutions may be allowed);OR may be limited or restricted to the extent set out in the MOI (Part G ofSchedule 5).(2) Board MeetingsSection 73(2): The right of the company’s directors to requisition ameeting of the board as set out in Section 73(1) may be exercised byat least 25% of the directors in the case of a board that has at least 12members or two directors in any other case;A company’s MOI may state a higher or lower % or number (whichever isapplicable), and would indicate the figure in the MOI;(3) Electronic communicationSection 73(3) – see comments re electronic communication andparticipation in meetings in Table K on page 48;The MOI may give unrestricted authority to the board to conduct a meetingentirely by electronic communication or to provide for participationtherein by electronic communication or may restrict this authority entirelyor partially and would set out to what extent it does so in Part H ofSchedule 5;(4) NoticeThe authority of the board to determine the manner or form and time ofthe notice of meetings as set out in Section 73(4) may be unrestrictedand unlimited or may be limited in the MOI (to the extent set out in Part Hof Schedule 5);The company thus needs to determine whether the board’s authority todetermine the form and timing of notice of meetings is limited in the MOIby stipulating specific requirements in the MOI relating thereto, otherwisethe Board has a free discretion to determine the form and time for givingthe notice;No meeting may be convened without notice to all directors unless thespecific circumstances set out per Table G page 45 are met – wherebythe board may proceed with a meeting despite a failure or defect in givingnotice however this provision may be varied/ limited by the MOI as well.32