Round Robin Resolutions

The Companies Act of 2008 introduces flexibility regarding the manner and form of both directors and shareholders meetings, that represents a more practical approach to formal documented decision making. It is imperative that both directors and shareholders take note of these changes and implement it accordingly.

Shareholders meetings

Section 60 allow for resolutions to be validly adopted by a written resolution and not at a meeting of shareholders, known as a “round robin” meeting.  If the “round robin” resolution is supported by the same number of voting rights as would have been required at a shareholders meeting, then it is valid.  For example, an election of a director that could have been conducted at a shareholders meeting may instead by conducted by “round robin”.

There are some instances where decisions cannot be taken in this manner, for example matters that must, in terms of the 2008 Act or the Memorandum of Incorporation (MOI), be decided at an annual general meeting (AGM).  An exception is where a special resolution has been discussed at an AGM.  Then that special resolution may be taken either at the meeting, or by a subsequent “round robin” resolution unless the MOI specifies that such a decision must be taken at the AGM.

The requirements for “round robin” resolutions are:

  • The resolution must have been submitted for consideration to the shareholders beforehand, and the matter is voted on in writing within 20 business days after the resolution was submitted to them; and
  • Within 10 business days after adopting the resolution, in terms of a round robin, the company must deliver a statement describing the results of the vote, consent process, or election to every shareholder who was entitled to vote on, or consent to the resolution.

Reference should also be made to Regulation 7 and Table CR.3 in the Regulations which sets out the deemed delivery dates and times for different methods of delivery.  The calculation method for business days is set out in section 5(3) of the 2008 Act.

Directors meetings

Section 74 allows for Directors to also make use of substantially similar written round robin resolutions for decision making.  A decision adopted by written consent of the majority of directors given in person or by electronic communication is valid, provided each director has received notice of the matter to be decided.

A drawback of “round robin” resolutions is that there is no, or only a limited opportunity for debate on the matter.  There is no specific indication as to whether a shareholder (in the case of shareholders meetings), or indeed, a director (in the case of a directors meeting) could object to the method of decision-making and insist on a meeting being held.

A shareholder could exercise his rights under to relief from oppressive or prejudicial conduct under section 163 of the 2008 Act.

If you would like to act on the relief as provided and start formalising decisions by “round robin” resolutions, you are welcome to contact Christa Marais at 021 840 1600 or christama@asl.co.za for further information or assistance.

11 Responses to “Round Robin Resolutions”


  1. 1 Lloyd 2013/05/07 at 10:00 am

    Let’s think of words that sound dirty but really aren’t.
    If you don’t have much skill in programming, but still think
    that creating and developing games is the most suitable for you, there are special courses that will give you training in graphic designing,
    game development, and computer animation. Well, you can have that same chess engine
    on your Android mobile phone, courtesy of Droid – Fish.

  2. 2 radio volume knob static 2013/05/16 at 11:33 am

    For any kind of luxury item of consumption, MAD (Money, Authority and Desire) is required.
    They also apparently believe that their customers who like a
    particular song they hear on the radio, are likely to purchase that song,
    which could add to downloads from i – Tunes.
    You will need an outside antenna to get clear reception on your radio.

  3. 3 Jonathon 2013/06/19 at 10:01 am

    They want to win by playing their very best as opposed to winning by putting the other person off.
    All that energy is boxed in, amplified by the space.
    The tables used for this unique drinking game can in fact be purchased commercially.

  4. 4 Dhost.Info 2013/07/30 at 2:22 am

    Cake should be sturdy enough, but you can insert wooden dowels
    or toothpicks on each layer before icing. I find it the easiest to sift the flour and other dry ingredients
    before I start with the creaming of the butter and sugar.
    It is best to use good quality filtered coffee in this recipe.

  5. 5 Magnolia 2014/08/10 at 8:34 pm

    I am actually happy to read this weblog posts which includes lots of valuable data, thanks for providing such data.

  6. 6 gangstar vegas yahoo password hack 2014 2014/09/14 at 8:10 pm

    The mind of man made the Devil (idea and image)
    just as the mind of man made God (idea and image of).
    I believe man was conceived according to the laws of Nature.
    Fans – you know you are going to be having a good time and that is why you
    keep coming back.

  7. 7 hay day hack Android Apk 2014/09/19 at 11:01 pm

    The same principle applies to the skin under the eyes.
    They are comparatively more expensive than the Single
    Purpose Reverse Mortgage but it is insured by Federal Housing Administration (FHA), a winjg of the U.
    Stop bby ourr Phoenix Latex Mattress showaroom today and take a Latex
    Bliss product for a ‘rest’ drive.

  8. 8 Tryptophan Side Effects 2014/09/29 at 3:48 pm

    An outstanding share! I’ve just forwarded this onto a co-worker who
    has been conducting a little research on this.
    And he actually bought me lunch because I discovered it for him…
    lol. So allow me to reword this…. Thanks for the meal!!
    But yeah, thanks for spending some time to talk about
    this topic here on your blog.

  9. 9 Dead Rising 3 Serial Key 2014/10/06 at 3:19 am

    Another awesome positive for the expo was the choice in bringing 8-bit-weapon in because they helped energize the flow
    of everything going on in the convention showroom and magnified the retro experience 100 fold.
    On the other hand it could be more cooperative rather than simply killing things near people.
    We need to figure out what’s going on with the gas zombies though.

  10. 10 hackncracks 2014/10/06 at 12:38 pm

    It’s actually a great and useful piece off info.

    I’m happy that you sjared this useful info with us. Please keep us up too date
    like this. Thanks for sharing.

  11. 11 Daniel Wallce from Boston 2014/10/12 at 9:09 pm

    I mut thank you for thee efforts you have put in penning
    this site. I really hope to see the same high-grade content from you later on as well.
    In fact, your creative writing abilities has motivated me to geet my own website now😉


Leave a Reply

Fill in your details below or click an icon to log in:

WordPress.com Logo

You are commenting using your WordPress.com account. Log Out / Change )

Twitter picture

You are commenting using your Twitter account. Log Out / Change )

Facebook photo

You are commenting using your Facebook account. Log Out / Change )

Google+ photo

You are commenting using your Google+ account. Log Out / Change )

Connecting to %s




Follow ASL on Twitter

Enter your email address to follow this blog and receive notifications of new posts by email.

Join 9 other followers


%d bloggers like this: