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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