Share Blocks Control Act 1980 (Act No. 59 of 1980)12. Directors of share block company |
| (1) | Notwithstanding anything to the contrary contained in the memorandum or articles of a company operating a share block scheme or in any agreement or arrangement affecting or concerning such company or the share block scheme operated by it, the members of the company other than the share block developer shall, if they— |
| (a) | do not exceed ten in number, have the right to appoint at least one of the directors of the share block company; and |
| (b) | exceed ten in number, have the right to appoint at least two of the directors of the share block company. |
| (2) | A company shall not fail to take steps to ensure the appointment of the director or directors referred to in subsection (1), and, notwithstanding anything to the contrary contained in any law, a share block developer shall not be entitled to vote on a proposed resolution to remove, under the provisions of section 220 of the Companies Act, any director so appointed. |
| (3) | A provision of the memorandum or articles of a company or of an agreement entered into by any person at any time before or after the commencement of this Act entitling or purporting to entitle that person to appoint a majority of the directors of a share block company shall be of no force or effect, unless that person or his representative in fact guarantees compliance with any obligation of the company specified in the memorandum or articles or the agreement and confirmed by the Registrar in the prescribed manner. |
| (4) | If any director has or any directors have been appointed in terms of the provisions of subsection (1), the number of directors required for a quorum at any meeting of the directors of the company, shall include that director or at least one of those directors, as the case may be:Provided that if such director or directors (if any) is or are not present within half an hour after the time appointed for such a meeting, the meeting shall stand adjourned to a day not earlier than five days and not later than fourteen days after the date of the meeting, according as may be decided, and if at such adjourned meeting such director or directors is or are not present within half an hour after the time appointed for the meeting, the directors present shall be a quorum. |