MEETINGS OF THE COMPANY

• The Act recognises 3 types of meetings;

statutory, annual general meetings (AGM)
and extraordinary general meetings.
• Decisions of a company are taken at
meetings of its members which constitutes
its primary organ.
• S. 234 provides that for a private company,
a written resolution signed by all the
members entitled to attend and vote shall
be valid and effective as if passed in a
general meeting.
 Types of meetings

• Statutory Meeting.
• S. 211 Every public company must hold a statutory
meeting within 6 months of its incorporation.
• This is to give members opportunity of having first
progress report from the directors and promoters.
• Failure to hold the meeting is a ground for winding up.
Though the court may order that the meeting be held and
the defaulter to pay costs S 212.
• Directors must at least 21 days before the meeting (or any
shorter period agreed by members), forward “statutory
report’’ to members
• Report must contain abstract of receipts, payments of the
company, balance in hand, and estimate of the
preliminary expenses of the company certified by at least
two directors
• copy of statutory report must be delivered to commission
for registration.
• Failure to do this may be ground for winding up. But
court may order that it shall be delivered and defaulter
pay costs
• At commencement of meeting, a list showing names,
description and addresses of members of the company,
and number of shares held by them must be produced
and accessible to all members throughout the meeting
 Annual General Meeting

• This represent the source of ultimate

authority within the company structure.
• Every company is to hold its annual general
meeting every year and not more than 15
months between the date of one AGM and
the next S.213
• if company holds its first AGM within 18
months of incorporation, it need not hold it
in year of its incorporation or following year
• CAC may extend the time for holding meeting by few
months, but not for the first AGM.
• If default is made in holding AGM, CAC may on the
application of any member, call, or direct the calling of,
a general meeting and give such directions as it thinks
fit including direction that one member of the
company present in person or by proxy shall be
deemed to constitute a meeting which may take
decisions binding on the members and may be
deemed to be the AGM. S. 213 (2)
• Types of business to be conducted at the AGM are;
Ordinary Business and Special Business.
• There is a presumption that all businesses transacted at
the AGM are Special Business except the following which
are regarded as Ordinary Business
• Declaration of dividends
• Presentation of financial statements
• Directors’ report
• Auditors’ report
• Election of Directors in place of those retiring
• Appointment, fixing of remunerations of the Auditors
• Appointment of members of Audit committee S. 214
 Extraordinary General Meeting.

• Any GM other than statutory or AGM is an EGM. It

discusses matters which cannot wait till next AGM
• Meeting can be convened by board of directors or a
director or even by requisition of member or members
holding 1/10 of paid up capital as at date of deposit
carrying the right of voting or in case of a company not
having a share capital, members of company
representing not less than 1/10 of total voting rights of
all members having a right to vote at general meeting of
company and directors shall on receipt of requisition,
proceed to convene an EGM notwithstanding anything in
its article S.215
Convening of General Meetings
• For meeting to be valid and decisions made valid on
members, it must be properly convened.
• To be able to convey a meeting, one must have the
authority either expressly by statute or by practice to do
so
• If an officer other than the directors call a meeting,
unless the board gave such order or ratifies it, the
meeting will be invalid. Re Haycraft Gold Reduction and
Mining Coy ltd. The meeting was called by the secretary
and it was held invalid.
 Notice of General Meetings

• Proper notice of general meetings must be

given to members unless the articles
otherwise provide
• Notice must contain the requisite information
• S.217 provides that the notice required for all
types of general meetings is 21 days from the
date on which the notice was sent out.
• By S.217, a meeting called by a shorter notice
under section 217(1) of the Act may be
deemed to be duly called if so agreed
Convenors
• Board of Directors S. 215 (1)
• Members (Requisitionists) S. 215
(2)
• Corporate Affairs Commission S.
213 (2)
• The Court 223 (1)
Contents of Notice
• S.218 Notice must specify place, date and time of
meeting, and the general nature of business to be
transacted to enable members decide whether to attend
or not.
• Where the meeting is to consider a special resolution,
the terms must be set out.
• Resolution which is not covered by terms of notice
cannot validly be passed and if it is a special resolution,
the exact wordings of the resolution must be given
• In Re Moorgate Mercantile Holdings Ltd, SLADE J said with
respect to special resolution, that “there must be absolute
identity at least in substance between the intended
resolution referred to in the notice and the resolution
actually passed”
• A special resolution (resol) set out in notice provided for
total cancellation of a share premium account balance of
₤1,356,900.48 since the assert which it represented had
been lost through reduction of capital. At meeting resol
was amended for technical reasons, to reduce balance to
₤321.17 and passed in that form.
• HELD: the resol was invalid since it was not the special
resolution which notice had been given.
• S. 218(3) No business may be discussed in a meeting
unless notice of it has been duly given.
• S. 219(1) Those entitle to receive notice of meetings are:
• Every member
• Every person upon whom the ownership of shares
devolves by reason of his being a legal rep, receiver or a
trustee in bankruptcy of a member
• Every director of the company
• Every auditor of the company
• The secretary
• No other person shall be entitle to receive notices of
general meetings S. 219 (2)
Service of Notice
• S. 220 Notice may be served in the following
ways:
• Personal Service
• By Post
• Registered Address
• Joint Shareholders
• Deceased and Bankrupt Members
• In addition to the requirement of notice, a public
company must at least 21 days before any
general meeting, advertise a notice of such
meeting in at least two daily newspaper S. 222
 Special Notice
• S.236 Certain ordinary resols require special notice, in
which case such resol is not effective unless notice of
its intention to move it has been given to the company
at least 28 days before the meeting at which its to be
moved.
• The company must give the members notice of the
resol at the same time in the same manner as it gives
notice of the meeting, or if that is not practicable, by
advertisement or any other mode allowed by the
articles
• S. 236 The following resol requires special notice:
• A resol to remove a director
• A resol to appoint another director in place of a
removed director
• To appoint a director above the age of 70 in the case of a
public company
• To appoint as an auditor a person other than a retiring
auditor
• To fill a casual vacancy in the office of an auditor
• Re-appointing as auditor or retiring auditor who was
appointed by the directors to fill casual vacancy
• Removing an auditor before expiration of his term
Failure to give Notice
• S. 221 Failure to give notice of any
meeting to any person entitled to
receive such meeting shall invalidate
the meeting unless such failure is an
omission on the part of the person
giving the notice
 Attendance of Meeting

• Every person entitled to receive notice of a GM as

provided in S.227 is entitled to attend the meeting.
• Proxy
• Any member of a company entitled to attend and vote at
a meeting of the company is entitled to appoint another
person as his proxy, unless otherwise provided.
•  Corporation
• A corporation which is a member of another company,
may by resol of its directors or other governing body,
authorize such person as it thinks fit to represent it at a
meeting of the company.
• A corporation which is a creditor of another company
may authorize such person as it thinks fit to represent it
at any meetings of creditors of the company S. 231(1).
Quorum
• This is the minimum number of persons
that must be present at a meeting before
business can be transacted. Generally
fixed by the article
• By virtue of S. 232 (2) quorum for a
meeting shall be one-third of the total
number of members of the company or
twenty-five members (which ever is less)
present in person or by proxy
 RESOLUTIONS

• Decisions of a company take the form of resolutions

• For a private company, written resolution signed by all
members entitled to attend and vote will be as effective
as if it has been passed at a GM
• A resolution may be ordinary or special.
• Ordinary resolution
• S. 233 (1) An ordinary resolution is one which has been
passed by a simple majority of votes cast by members or
their proxy at a general meeting
• A company may take a decision by an ordinary
resolution at a GM unless the Act or the articles
otherwise require.
 Special resolution

• S. 233 (2) A resol passed by a majority of not less than

¾ of members or their proxy, at a GM of which 21
days’ notice, stating the intention to do so has been
given.
• Notice may be shortened if agreed to by majority of
members entitled to attend and vote at such meeting,
holding not less than 95 % in nominal value of shares
giving that right, or in case of a company having no
share capital, by a majority representing not less than
95% of total voting rights at the meeting
• Ordinary Resolution are used for the
following:
• Ordinary business of an AGM
• Increase of capital
• Removal of a director.
• Where a Special Resolution is
required, the Act or Articles must
specifically state so.
• Special Resol are required for the following:
• Alter the objects clause of the memorandum
• Change the name of the company
• Alter any provision in the memorandum
• Reduce capital on the authorisation of the article with
the consent of the court
• Make liability of the directors unlimited on the
authorisation of the article
• Wind up the company etc