Nigerian Law School : Corporate Law Practice, Wednesday, August 11, 2011 - Part 8 (Answers 6)

QUESTION 6 (a) (i)
The Board is entitled to appoint of them a Chairman to preside over the BOD meeting and genera meeting. But if no Chairman is elected or the Chairman is not present within 5 (five) minutes of the time appointed for the holding of the meeting, the directors may chose one of them to be chairman of the meeting. ---- s. 263 (4) CAMA. The Chairman of the BOD shall preside over general meetings of the company. But if there is no such chairman or the chairman does not arrive within one hour of the time appointed for the start of the meeting or the chairman is unwilling to act, the directors shall appoint one of the directors to preside. So Chief Kuye`s argument is wrong/hollow, because after one hour of the commencement of the meeting. Though the directors elected another director within 30 minutes, such is only an irregularity which can be rectified by the meeting under section 299 CAMA

QUESTION 6 (a) (ii)
Role/duties of the chairman at an AGM (s. 240 (3) and (4) CAMA):
(1)    To preserve order
(2)    Ensure proceedings are conducted in a regular manner
(3)    Ensure that the true intention of the meeting is carried out
(4)    Ensure that all questions raised are promptly decided
(5)    Act bona fide in the best interest of the company
(6)    He may (where he is also a shareholder) cast his vote, to protect his own interest

A proxy once properly appointed, even where he is not a member of the company, has the right to attend, vote and speak at the general meeting --- s. 230 CAMA


Where Company A is a member of Company B, Company A may BY RESOLUTION OF ITS BOARD (or other governing council) appoint any person it deems fit to represent it (company A) at a general meeting of Company B: see s. 230 CAMA

Duties of the company secretary with respect to the AGM:

(i)    Before the meeting:
(1)    Give 21 day Notice of the meeting
(2)    Give additional notice where necessary (s. 222 CAMA)
(3)    Ensure Annual report and Accounts are ready
(4)    Ensure the venue and all other logistics are in place
(5)    Prepare the agenda for the meeting

(ii)    During the meeting:
(1)    Assist the chairman to endure that meeting complies with the law and all rules
(2)    Takes minutes

(iii)     After the meeting
(1)    Prepare final draft of the minutes
(2)    Rile necessary resolutions
(3)    File annual returns with audited accounts

See s.298 CAMA for general duties of a secretary

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