Meetings, Meetings, Meetings: Which Ones Are Actually Compulsory?

Nobody went into business — or started a non-profit — because they dreamed of sitting in meetings. And yet, here we are. The good news is that South African company law doesn’t actually require you to meet nearly as often as most directors fear. The bad news is that when you are required to meet, doing it properly really matters.

The main types of meetings

Board meetings — these are for directors only, and they deal with the day-to-day running and strategic direction of the company: approving budgets, signing off major decisions, reviewing performance. There’s no fixed legal requirement on how often a Pty Ltd board must meet, unless your MOI says otherwise — but “never” is not a governance strategy, however tempting it looks in a busy quarter.

General meetings — these bring in shareholders (Pty Ltd) or members (NPC), not just directors. They’re called when a decision needs the wider ownership or membership’s approval — think special resolutions, or anything the MOI specifically reserves for shareholders/members.

Annual General Meetings (AGMs) — the big annual event, covered properly in its own post, but in short: this is where the year gets reviewed, financials are presented, and (for NPCs especially) new board members are often elected.

Who actually has to hold an AGM?

Here’s a detail that trips people up: under the Companies Act, private companies (Pty Ltds) are not legally required to hold an AGM unless their MOI says they must. Public and state-owned companies, on the other hand, are required to hold one every year.

NPCs sit in between, and this is where it gets confusing. The Act treats a “non-profit company that has voting members” much like a public company for meeting purposes — the same notice period applies to both, for instance. In practice, this means NPCs with voting members are generally expected to hold an AGM, not just when their MOI happens to say so. Most NPC constitutions spell this out explicitly anyway, which removes any doubt — but even where a founding document is silent or vague, don’t assume that lets you off the hook. Either way, your MOI is the rulebook: check it before assuming anything.

Notice periods — don’t get caught out

Meetings need proper notice, and the required period depends on the meeting type and what your MOI specifies. As a general rule:

• Ordinary business at a private Pty Ltd: at least 10 business days
• Public companies and NPCs with voting members (including their AGMs): at least 15 business days
• Meetings involving a special resolution: also typically at least 15 business days

Your MOI can set a longer or shorter period than these defaults, so it always has the final say. Sending a WhatsApp message the night before saying “meeting tomorrow, don’t forget” is not proper notice — no matter how many exclamation marks you use.

Quorum: the meeting’s minimum viable audience

A meeting isn’t valid unless quorum is met — the minimum number of directors or members required to be present for decisions to count. Your MOI sets this out. If quorum isn’t met, technically nothing decided at that meeting is valid, which is an awkward thing to discover three months later when someone challenges a decision.

The NPC volunteer-board reality check

Non-profit boards are often made up of busy volunteers, which makes formal meeting attendance genuinely hard to pin down. It’s tempting to let things slide informally — but this is exactly where proper process protects everyone. A clear meeting calendar, sent well in advance, with realistic timing around people’s day jobs, will get you far better attendance (and far fewer governance headaches) than trying to wing it meeting to meeting.

The bottom line

You don’t need to meet constantly to be a well-governed organisation — you need to meet properly when it counts. Check your MOI, give proper notice, confirm quorum, and record what happens. That’s 90% of the battle won before anyone’s even opened their laptop.