Proceedings of directors
The directors of companies meet to discuss, strategize and determine the running of the business, adjourn meetings and regulate their meetings as they think fit. However directors of companies must be aware of the proceedings of meeting as set down by section 263-266 Companies and Allied Matters Act 2004 that;
- The first meeting of the directors shall be held not later than 6 months after the incorporation of the company.
- Any question arising at any meeting shall be decided by a majority of votes, and in case of an equality of votes, the chairman shall have a second or casting vote.
- A director may, and the secretary on the requisition of a director shall, at any time summon a meeting of the directors.
- The directors may elect a chairman of their meetings and determine the period for which he is to hold office; but if no such chairman is elected or if at any meeting the chairman is not present within five minutes after the time appointed for holding the same, the directors present may choose one of their number to be chairman of the meeting.
- The directors may delegate any of their powers to a managing director or to committees consisting of such member or members of their body as they think fit and the managing director or any committee so formed shall, in the exercise of the powers so delegated, conform to any regulations that may be made by the directors.
- A committee may elect a chairman of its meeting; and if no such chairman is elected, or if at any meeting the chairman is not present within five minutes after the time appointed for holding the same, the members present may choose one of their number to be chairman of the meeting.
- A committee may meet and adjourn as it thinks proper, and any questions arising shall be determined by a majority of votes of the members present, and in the case of equality of votes the chairman shall have a second or casting vote.
- A resolution in writing, signed by all the directors for the time being entitled to receive notice of a meeting of the directors, shall be as valid and effectual as if it had been passed at a meeting of the directors duly convened and held.
- In all the directors’ meetings, each director shall be entitled to one vote.
- Unless the articles otherwise provide, the quorum necessary for the transaction of the business of directors shall be 2 where there are not more than 6 directors, but where there are more than 6 directors, the quorum shall be one third of the number of directors, and where the number of directors is not a multiple of three, then the quorum shall be one-third to the nearest number.
- Where a committee of directors is appointed by the board of directors, the board shall fix its quorum, but where no quorum is fixed, the whole committed shall meet and act by a majority.
- Where the board is unable to act because a quorum cannot be formed, the general meeting may act in place of the board and where a committee in unable to act because a quorum cannot be formed, the board may act in place of the committee.
- Every director shall be entitled to receive notice of the directors’ meetings, unless he is disqualified by any reason under the Decree from continuing with the office of director.
- There shall be given 14 days notice in writing to all directors entitled to receive notice unless otherwise provided in the articles. Failure to give such notice shall invalidate the meeting.
- Unless the articles otherwise provide, it shall not be necessary to give notice of a meeting of directors to any director for the time being absent from Nigeria.
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