According to article 529 of the OHADA Law, the general meeting shall be chaired, as appropriate, by the chief executive officer, the chairman of the board of directors, or the general director or, in their absence and unless there is a statutory provision to the contrary, by the shareholder holding or representing the largest number of shares or, in case of equality, by the oldest.
The two (2) shareholders representing the largest number of shares by themselves or as agents shall be appointed scrutineers, subject to their acceptance.
A secretary shall be appointed by the meeting to take down the minutes of the proceedings. He may choose outside of the shareholders.
There shall be at each meeting an attendance sheet stating, in addition to the number of shares he owns and the number of votes attached to such shares:
1°) The last and first name and domicile of each shareholder present or represented;
2°) The last and first name and domicile of each agent;
3°) The last and first name and domicile of each shareholder who participated in the meeting by videoconference or by any other means of telecommunications allowing their identification ;
4°) The last and first name and domicile of each shareholder who cast his vote by mail.
In the absence of an attendance sheet by the provisions of this article, resolutions passed during the general meeting may be canceled.
The attendance sheet shall be signed by shareholders present and by and by agents at the beginning of the meeting.
Powers of attorney and mail ballots shall be appended to the attendance sheet at the end of the meeting.
In the event of a violation of the provisions of this article, resolutions passed during the general meeting may be canceled.
The attendance sheet shall be certified true and correct, under their professional responsibility, by the scrutineers.
In the event of a violation of the provisions of this article, resolutions passed during the general meeting shall be null.
The minutes of the proceedings of the meeting shall state the date and venue of the meeting, its nature, the manner the meeting was called, the agenda, the composition of the bureau, the quorum, the resolutions submitted to vote at the meeting, and the outcome of the votes for each resolution, the documents and reports submitted to the meeting and a summary of proceedings.
It shall be signed by the members of the bureau and archived at the headquarters with the attendance sheet and its appendices by the provisions of article 135 of the law.
In the event of attendance to the meeting by videoconference or other means of telecommunications, technical incidents that may have occurred during the meeting and that disrupted it shall be stated in the minutes.
Copies or extracts of the minutes of meetings shall be duly certified by, as the case may be, the chief executive officer, the chairman of the board of directors, the general director or any other individual duly authorized to that effect.
In the event of liquidation, they shall be certified by a single liquidator.
The following may attend the general meetings:
1) Shareholders or their representative in the conditions outlined in this uniform Act or the articles of association;
2) Any individual authorized to attend by a legal provision or by a provision of the articles of association of the company.
The same shall apply to people outside the company where they have been authorized either by the competent court, by a decision of the bureau of the meeting, or by the meeting itself.