PROXIES - meetings and resolutions:
By S.136(1), any member of a company entitled to attend and vote at a meeting of the company shall be entitled to appoint one more person (whether a member or not) as his proxy to attend and vote instead of him. A proxy appointed to focus and vote instead of a member of a private company shall also have the same right as the member to speak at the meeting.
However, unless the articles otherwise provide -
(i) No proxy shall be appointed by a member of a company not having a share capital; and
(ii) a member of a private company shall not be entitled to appoint more than one proxy to attend on the same occasion; and
(iii) a proxy shall not be entitled to vote except on a poll.
By S.136(2), every notice of a meeting must state the member's right to appoint a proxy or proxies and that they need not be members. If default is made in complying with this subsection as respects any meeting every officer of the company who is in default shall be liable to a fine not exceeding Shs.1,000.
S.136(3) renders void any provision contained in a company's article requiring the instrument appointing a proxy to be received through the company or any other person more than 48 hours before a meeting or adjourned meeting in order that the appointment may be effective thereat.