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Miscellaneous Provisions of CAMA 2020 Nigeria on Meetings and Proceedings

Miscellaneous Provisions of CAMA 2020 Nigeria on Meetings and Proceedings

 Relevant Provisions of The Companies & Allied Matters Act (CAMA) 2020 regarding miscellaneous matters relating to meetings and proceedings.

This article focuses on miscellaneous requirements regarding company meetings and proceedings as stipulated under the Companies and Allied Matters Act 2020.

What does the act say on adjournments?

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The act provides that:-

-The chairman may, with the consent of any meeting at which a quorum is present (and shall if so directed by the meeting), adjourn the meeting from time to time and place to place, but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place.

-When a meeting is adjourned for 30 days or more, notice of the adjourned meeting and the business to be transacted shall be given as in the case of an original meeting, but if otherwise it shall not be necessary to give any notice of an adjournment or of the business to be transacted at an adjourned meeting.

-If within one hour from the time appointed for the meeting a quorum is not present, the meeting if convened upon the requisition of members shall be dissolved, but in any other case, it shall stand adjourned to the same day in the next week, at the same time and place or to such other day and at such other time and place as the chairman, and in his absence the directors, may direct.

What are the powers and duties of the chairman of the general meeting?

The duties and powers of the chairman includes a duty to-

(a) preserve order and power to take such measures as are reasonably necessary to do so ;

(b) see that proceedings are conducted in a regular manner ;

(c) ensure that the true intention of the meeting is carried out in resolving any issue that arises before it ;

(d) ensure that all questions that arise are promptly decided ; and

(e) act in the interest of the company.

What are the provisions of the act on minutes of proceedings and their effect?

The act provides that :-

-With the exception of a company having a single member, every company shall cause minutes of all proceedings-

(a) of general meetings,

(b) at meetings of its directors, and

(c) at meetings of its managers, to be entered in books kept for that purpose

-Any such minute if purported to be signed by the chairman of the meeting at which the proceedings were held, or by the chairman of the next succeeding meeting, is prima facie evidence of the proceedings.

-Where minutes have been made, in accordance with the provisions of this section, of the proceedings at any general meeting of the company, meeting of directors or managers, then, until the contrary is proved, the meeting is deemed to have been duly held and convened, and all proceedings had at the meeting to have been duly had, and all appointments of directors, managers or liquidators are deemed to be valid.

-In the case of a company that has only one member- 

(a) where that single member takes any decision that- 

(i) may be taken by the company in general meetings, and 

(ii) has effect as if agreed by the company in general meeting, he shall provide the board with details of that decision ; and 

(b) if a person fails to comply with this section he commits an offence and is liable to a penalty for each day the default continues in such amount as the Commission shall specify in its regulations, and failure to comply with this section does not affect the validity of any decision taken by that single member.

What are the provisions of CAMA 2020 regarding the inspection of minute books and copies?

The act provides that :- 

-The books containing the minutes of proceedings of any general meeting of a company held on or after the commencement of this Act, shall be kept at the registered office of the company, and shall during business hours (subject to such reasonable restrictions as the company may by its articles or in general meeting impose, but so that at least six hours in each day be allowed for inspection) be open to inspection by members without charge.

-Any member is entitled to be furnished within seven days after receipt of his request on behalf of the company, with a copy of any such minutes certified by the secretary at a charge not exceeding N100 for every page.

-If any inspection required under this section is refused or if any copy required under this section is not sent within required time, the company and every officer of the company are liable in respect of each default to a penalty in such amount as the Commission shall specify in its regulations.

-In the case of any such refusal or default, the Court may by order compel an immediate inspection of the books in respect of all proceedings of general meetings, or direct that the copies required be sent to the person requiring them.

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