EXCEPTIONS:

A valid meeting may be constituted by the presence of one person in the following cases:

(i)  If the meeting is an annual general meeting which was called by, or on the direction of, the registrar pursuant to S.131(2).  In such a case, the section empowers the registrar to direct "that one member of the company present in person or by proxy shall be deemed to constitute a meeting".

 (ii) If the meeting is one which has been called pursuant to a court order under S.135(1).  The section empowers the court to direct that "one member of the company present in person or by proxy shall be deemed to constitute a meeting".  This is illustrated by Re: El Sombren Ltd (88)

 (iii) If the meeting is a class meeting held pursuant to the provisions of the articles for the purpose of authorizing a variation of a right to those shares and all the shares are held by one member, as in East v Bennett Brothers Ltd(94).

 (iv) If the meeting is an adjourned meeting and the articles provide that "the member or members present shall be a quorum".