The first meeting of the
Board of directors is to be held not
later than 6 months after
incorporation of the company: section 263(1)
of the CAMA.
Agenda
of the First Board Meeting
The agenda of the first
Board meeting should usually contain the following:
a. Appointment
of the Chairman from amongst the directors
b. Appointment
of auditor
c. Appointment
of secretary
d. Appointment
of the managing director
e. Appointment
of the solicitor of the company
f. Adoption
of the common seal of the company
g. Appointment
of Bankers - CASMSCB
By section 266(1) of the CAMA, every director shall be entitled to
receive notice of the directors'
meetings, unless he is disqualified by any reason under the Act from continuing
with the office of director. The length of Notice of Board meetings is 14 days notice in writing unless
otherwise provided in the articles: section
266(2) of the CAMA.
Section
263(2) states that the mode of voting is by majority of votes
and in a case of equality of votes, the Chairman shall have a second casting of
vote. Section 263(3) mandates that a
director may, and the secretary on the requisition of a director shall, at any
time summon a meeting of the directors.
Under section 263(8), 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. Section 263(9) provides that in all the directors' meetings, each
director shall be entitled to one vote. This is very important because of the
implication that directors in their Board meeting cannot vote by poll (that is
to say based on their number of shares). Additionally, section 64(1)(a) allows the board to set up committees and the
committee will have a Chairman.
Quorum
of Board Meetings
By section 264(1) of the CAMA, the quorum of Board meetings is two (2) if the directors are not more than 6 or 1/3 or 1/3 to the nearest
number if they are more than 6
directors of the company: section 264 of
the CAMA (unless otherwise provided by the companies articles). Under section 264(2) thereof, 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 committee shall meet
and act by a majority.
However, 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 is unable to act because a quorum
cannot be formed, the board may act in place of the committee: section 265 of the CAMA. That the
general meeting has the power to act in place of the board of directors is
fortified by section 63(5)(a) of the CAMA
which states that notwithstanding the provisions of subsection (3) of section
63, the members in general meeting may act in any matter if the members of the
board of directors are disqualified or are unable to act because of a deadlock
on the board or otherwise.
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