Meetings: the law and the types of meeting

Last updated November 20267 sectionsabout 10 min read

Key takeaways

A meeting is a gathering of two or more persons, convened by proper authority, to transact defined business under a recognised procedure; canvassing members one by one is not a meeting.
The entity's legal form decides the framework: the Companies Act, 2015 and the articles for a company, the Societies Act or the Co-operative Societies Act for a society or cooperative, the Retirement Benefits Act for a pension scheme, and standing orders for Parliament and the county assemblies.
Sharp v Dawes holds that one member and the chairman are not a meeting; the Companies Act, 2015 keeps the rule with a two-person default quorum and a one-person exception for a single-member company.
Article 37 of the Constitution protects peaceful assembly, and the Public Order Act requires the organiser of a public meeting to notify the regulating officer 3 to 14 days ahead: notification, not permission.
Whether a meeting is public or private turns on the place, not the numbers: an AGM on private premises needs no police notification, while a shareholders' march along a public street does.

A meeting is where an organisation's decisions become real: a board resolves, a general meeting approves, a public assembly hears its speakers, and everything the rest of this paper covers, minutes, resolutions, registers, compliance, exists to record and give effect to what happened at one. This opening chapter sets the general law of meetings, private and public, that the later chapters on specific kinds of meeting (members', board, liquidation, legislative) all assume: what a meeting is, how it is kept orderly, who may attend, and the people who run it.

Framework for this chapter

The Companies Act, 2015 for corporate meetings; the Constitution of Kenya, 2010, article 37 (the right to assemble, demonstrate, picket and petition) and the Public Order Act (Cap 56) for public meetings and the police powers over them; the Certified Public Secretaries of Kenya Act, Cap 534 for the secretary's own standing, developed fully in Chapter 2; the Defamation Act, Cap 36 for what may not be said.

The legal framework for meetings

Every organisation that holds meetings does so under a framework that fixes when it must meet, who may call a meeting, what notice is due and how business is validly transacted; the framework depends on the entity's legal form:

A company: meets under the Companies Act, 2015 and its own articles of association.
A society or cooperative: meets under the Societies Act (Cap 108) or the Co-operative Societies Act, 1997 and its own by-laws.
A pension scheme: meets under the Retirement Benefits Act, 1997 and its trust deed.
A political party: meets under the Political Parties Act, 2011 and its constitution.
A public benefit organisation: meets under the Public Benefits Organizations Act, 2013, in force since 14 May 2024 (see the chapter on registration), and its constitution.
A partnership: meets informally under the Partnership Act, 2012 and its partnership agreement, since the Act imposes almost no meeting formality.
Parliament and the county assemblies: meet under the Constitution, their own standing orders and, for the National Assembly, the National Assembly (Powers and Privileges) Act (Chapter 7).

The corporate secretary's first task in any engagement is to identify which framework governs the entity in front of them, because the answer decides every procedural question that follows.

Definition of a meeting

A meeting is a gathering of two or more persons, convened by a person or body with the authority to do so, for the transaction of business or the exchange of information in accordance with a recognised procedure. Four elements recur in that definition and each is contested in practice:

There must be a gathering (physical, virtual or hybrid, but not a series of one-to-one conversations, since a decision reached by canvassing members individually is not a decision of a meeting).
It must be convened by proper authority (an unconvened gathering, however many attend, is not a meeting in law).
It must transact defined business (not a social occasion).
It must follow a recognised procedure, of notice, quorum, chairing and record, without which what took place cannot be relied on as the act of the body.

Sharp v Dawes (1876) established that where only one member attends (with the company secretary), there is no meeting at all, since a meeting in its ordinary sense means an assembly of more than one person, a rule Kenyan company law preserves through the one-qualifying-person exception for a single-member company (Companies Act, 2015, section 292(1)) and the two-person default quorum otherwise (section 292(2)).

Private and public meetings

Private sector meetings

Meetings of bodies governed by private law and generally closed to the public unless their own rules provide otherwise: company general meetings and board meetings (see the chapters on members' and board meetings), meetings of societies, cooperatives, partnerships, trusts and pension schemes, held on private premises or virtually, and governed by the entity's own constitution within the legal framework set out above.

Public sector meetings

Meetings of state organs and public bodies, generally open to the public and the press unless the law or the body's rules provide for a closed session: sittings of Parliament and the county assemblies (see the assembly chapter), meetings of statutory boards and commissions, and public participation forums that county governments and national agencies are constitutionally required to hold under article 10 and article 232 of the Constitution.

Public meetings (in the sense of assemblies)

A distinct sense of 'public meeting': any gathering in a public place, of any organisation, private or public, that the public or a section of it may attend, examined below under police powers and meetings in public places for the police powers and conduct rules that apply to it, which is a different question from whether the meeting is of a public-sector body.

Maintaining order

Order is maintained through the chair's authority (see the chapter on convening and conducting meetings), the entity's standing orders or articles, and, where disorder becomes unlawful, the general law. The chair may call a disorderly member to order, require withdrawal of an objectionable remark, suspend the meeting, or, as a last resort, adjourn it or have a persistently disruptive person removed; the chair's ruling on a point of order is final unless successfully challenged by a formal motion.

Disorder that amounts to a breach of the peace, an assault or an unlawful assembly may engage the police powers discussed below, and disorder in Parliament or a county assembly is dealt with under the standing orders covered in the chapter on assembly meetings, which give the Speaker specific powers to name and suspend a member. A well-run meeting rarely needs any of this: clear notice of the business, a published agenda, time limits on speeches and a chair who enforces them impartially prevent most disorder before it starts.

Police powers

Article 37 of the Constitution guarantees every person the right, peaceably and unarmed, to assemble, demonstrate, picket and present petitions to public authorities, and the Public Order Act (Cap 56) regulates the exercise of that right for gatherings in public places. The organiser of a public meeting or procession must notify the regulating officer (the officer commanding police in the area) in writing at least three days, but not more than fourteen days, before the date.

The regulating officer may propose changes to the venue, route or time on public-safety grounds but has no power to refuse the notification outright, following the Court of Appeal's confirmation in Law Society of Kenya v Kenya Anti-Corruption Commission and reaffirmed in later High Court authority that notification, not permission, is what the Act requires.

Once a meeting is under way, the police have the power to intervene where it becomes an unlawful assembly (five or more persons whose common purpose is to commit an offence or to conduct themselves in a manner likely to cause a reasonable person to fear a breach of the peace) or a riot, to disperse it, and to arrest those who breach the peace, but no general power to prevent a lawfully notified, peaceful assembly from taking place.

Private meetings on private premises, where the public has no right of access, fall largely outside the Public Order Act's notification regime; the police's powers there are the ordinary powers to act on a complaint of trespass, breach of the peace or a specific offence, not a standing power of oversight.

Meetings in public places

A meeting held in a public place, a street, a public park, a market square, engages the Public Order Act's notification requirement described under police powers above, regardless of who is holding it: a company's product launch on a public pavement, a political rally, a religious crusade in a public ground and a trade union demonstration are all public meetings in this sense once held where the public has access.

The organiser bears the duty to notify and to ensure the meeting does not obstruct other lawful users of the space, block emergency access or exceed the numbers and the venue capacity for which it was notified; the regulating officer may impose reasonable conditions on timing and route (to avoid, for instance, a clash with another notified assembly at the same place and time) but, again, may not simply refuse notification of a peaceful gathering.

Meetings in private places

A meeting held on private premises to which the public has no general right of access, a company's boardroom, a members' hall, a private residence, is a private meeting even if a large number attend, and the Public Order Act's notification regime does not apply to it; what governs it instead is the entity's own constitution (for a company, the Companies Act and its articles), the law of trespass and, where relevant, the terms on which any venue was hired.

The distinction matters practically: a company's annual general meeting, however many hundreds of shareholders attend, is a private meeting for this purpose and needs no police notification, while a shareholders' protest march to the company's registered office along a public street does.