Powers of shareholders

90. (1) Powers reserved to the shareholders of a

company by this Act may be exercised only—

(a) at a meeting of shareholders ; or

(b) by a resolution in lieu of a meeting in terms of section 144.

(2) Powers reserved to the shareholders of a company by the articles of the company may subject to the articles, be exercised—

(a) at a meeting of shareholders ; or

(b) by a resolution in lieu of a meeting pursuant to section 144.

91. Unless otherwise provided by this Act or in the articles of a company, a power reserved to shareholders may be exercised by an ordinary resolution.

 92. (1) Notwithstanding anything to the contrary contained in the articles of a company, when shareholders

exercise a power to—

(a) alter the company’s articles ;

 (b) approve a major transaction for the purpse of paragraphs (a) or (b) of subsection (1) of section 185 of this Act;

(c) approve an amalgamation of the company under section 241 of this Act ;

(d) reduce the company’s stated capital ;

(e) resolve that the company be wound up voluntarily in terms of paragraph (b) or (c) of suchection (1) of section 319 of this Act;

(f) change the name of a company ; or

(g) change the status of a company, such powers shall be exercised by special resolution.

(2) A special resolution passed in relation to a power referred to in paragraph (a), paragraph (b) or paragraph (c) of subsection (1), may be rescinded only by another special resolution.

(3) A special resolution passed in relation to a power referred to in paragraph (d) or paragraph (e) of subsection (1), cannot be rescinded thereafter.