Using Section 86 and Section 87, the Board of Directors are the shareholders’ representatives and

their primary responsibility is to exercise their powers in the interest of the company. The nature of

the powers of shareholders is “interventionist” and “remedial”. It is interventionist because it

operates only when the Board of Directors is by any means incapacitated and unable to act. While it

is remedial because it can be activated when there is clear or apparent abuse of managerial powers of

the company. The General Meeting is able to hold a vote on any matter that is not prohibited by

law. The Board of Directors does not have this power.

The General Meeting is able to make decisions about how to use company profits and how to

distribute them among its members. However, it does not have any authority over how the

company's assets are managed or how much money will be paid out in dividends or salaries.

The General Meeting can be dissolved if more than half of its members vote for it to be

dissolved. The Board of Directors cannot be dissolved unless it loses its ability to make decisions

because it has fewer than half of all votes cast at an annual meeting or special meeting held

within three months before dissolution (if there are no other causes for dissolution).

The board of directors is responsible for implementing the strategy and policies of the

corporation. They are also responsible for making sure that the corporation adheres to all legal

requirements and that it does not break any of its own rules.

The general meeting, on the other hand, has no formal power to implement any kind of strategy

or policy. However, they can discuss any issues that come up during the meeting and vote on

whether or not they want to take action on those issues.

Who determines the time and venue of the general meeting? The directors only are charged with

the powers to determine when to fix the meeting, where it would hold, the agenda of the meeting

and notices to the members about the meeting. It means that the members have no power to

convene the meeting except through the court or when the directors are deadlocked, or refused to

do so. The directors may deliberately refuse to include in the agenda of the meeting any matter

which may adversely affect their interests, whether the company suffers or not, provided that

their interest are protected. 

COMPANY LAW AND PRACTICE IN NIGERIA