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Corporate Governance Rules Relating to Board of Directors Meeting

                                               

                                                       Meeting of the Board of Directors

The first meeting of the Board of Directors must be held within 6 months of incorporation: section 263(1) of the CAMA. However, a resolution in writing signed by all the directors entitled to receive notice of meeting of the directors is valid and effectual as if it has been passed at a meeting of directors duly convened and held.

The quorum may be fixed by the company's Articles otherwise it will be two or if there are more than 6 directors, one third (1/3) of the number of directors to the nearest number. Questions at the Board of Directors meeting shall be decided by a majority of votes and the Chairman has a casting vote in case of equality of votes.


The Agenda at Board of Directors meeting include the determination of the who the Chairman, 1st Auditors and secretary, as well as bankers of the company will be. The Managing Director and secretary on the requisition of a director shall at any time summon a meeting of directors. 

If no Chairman is elected or if at any material meeting time the elected chairman is not present within five (5) minutes after the time appointed for holding of the meetings, the directors present may choose one of their members to be chairman. A period of 14 days notice in writing to all directors entitled to receive notice will be sufficient. Non compliance with this will invalidate the meeting, except in the case of a director outside Nigeria.

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