The sections, word for word
Every section on this subject, exactly as printed in the Official Gazette (Act No. 3 of 2020). The explanation follows beneath.
Section 289. Proceedings of directors
(1) The directors may meet together for the dispatch of business, adjourn and otherwise regulate their meetings as they think fit, and the first meeting of the directors shall be held not later than six months after the incorporation of the company.
(2) Unless the articles provide otherwise, any question arising at any meeting is decided by a simple majority of votes, and in case of an equality of votes, the chairman has a second or casting vote.
(3) A director may, and the secretary on the requisition of a director shall, at any time summon a meeting of the directors.
(4) The directors may elect a chairman of their meetings and determine the period for which he is to hold office, but if no such chairman is elected or if at any meeting the chairman is not present within five minutes after the time appointed for holding same, the directors present may choose one of them to be chairman of the meeting.
(5) The directors may delegate any of their powers to a managing director or to committees consisting of such member or members of their body as they think fit and the managing director or any committee so formed shall, in the exercise of the powers so delegated, conform to any regulations that may be made by the directors.
(6) A committee may elect a chairman of its meeting, and if no such chairman is elected, or if at any meeting the chairman is not present within five minutes after the time appointed for holding the same, the members present may choose one of them to be chairman of the meeting.
(7) A committee may meet and adjourn as it deems proper, and any question arising is determined by a majority of votes of the members present, and in the case of equality of votes the chairman has a second or casting vote.
(8) A resolution in writing, signed by all the directors for the time being entitled to receive notice of a meeting of the directors, is as valid and effectual as if it had been passed at a meeting of the directors duly convened and held.
(9) In all the directors’ meetings, each director is entitled to one vote.
Section 290. Quorum
(1) Unless the articles provide otherwise, the quorum necessary for the transaction of the business of directors are two where there are not more than six directors, but where there are more than six directors, the quorum is one-third of the number of directors, and where the number of directors is not a multiple of three, then the quorum is one third to the nearest number.
(2) Where a committee of directors is appointed by the board of directors, the board shall fix its quorum, but where no quorum is fixed, the whole committee shall meet and act by a majority.
Section 291. Failure to have a quorum
Where the board is unable to act because a quorum cannot be formed, the general meeting may act in place of the board and where a committee is unable to act because a quorum cannot be formed, the board may act in place of the committee.
Section 292. Notice of meeting
(1) Every director is entitled to receive notice of the directors’ meetings, unless he is disqualified by any reason under the Act from continuing with the office of director.
(2) There shall be given 14 days’ notice in writing to all directors entitled to receive notice unless provided in the articles.
(3) Failure to give notice in accordance with subsection (2) invalidates the meeting.
(4) Unless the articles provide otherwise, it is not necessary to give notice of a meeting of directors to any director absent from Nigeria, but if he has given an address in Nigeria, the notice shall be sent to such an address.
What this means
Short answer
Directors may regulate their own meetings, but the first board meeting must be held within six months of incorporation (section 289(1)). Unless the articles say otherwise, the quorum is two directors where there are six or fewer, and one-third where there are more (section 290), and 14 days’ written notice is required (section 292).
Holding board meetings
Section 289 lets the directors meet, adjourn and regulate their meetings as they think fit, but the first meeting must be held within six months of incorporation. Unless the articles provide otherwise, questions are decided by a simple majority, and the chairman has a casting vote if votes are equal. Each director has one vote.
- Any director may summon a meeting, and the secretary must summon one if a director asks.
- The directors may elect a chairman and fix his term. If the chairman is not present within five minutes of the start time, those present may choose one of themselves.
- The directors may delegate powers to a managing director or to committees, which must follow the directors’ regulations.
- A written resolution signed by all the directors entitled to notice is as valid as one passed at a duly convened meeting (section 289(8)).
Quorum
Unless the articles say otherwise, the quorum is two where there are not more than six directors. Where there are more than six, it is one-third of the number, rounded to the nearest whole number if the total is not a multiple of three (section 290(1)). The board fixes the quorum for a committee. If it does not, the whole committee must meet and act by majority (section 290(2)).
If the board cannot form a quorum, the general meeting may act in its place. If a committee cannot form one, the board may act in its place (section 291).
Notice of board meetings
Every director who has not been disqualified is entitled to notice of directors’ meetings. Unless the articles provide otherwise, 14 days’ written notice must be given to all directors entitled to it. Failing to give that notice invalidates the meeting. A director who is absent from Nigeria need not be given notice unless the articles require it, but if he has given an address in Nigeria, notice must go there (section 292).
Questions and answers
How much notice must be given of a directors’ meeting?
14 days’ written notice to all directors entitled to it, unless the articles provide otherwise. A meeting held without proper notice is invalid (section 292).
What is the quorum for a board meeting?
Unless the articles say otherwise, two directors where there are six or fewer, and one-third where there are more than six (section 290(1)).
When must the first board meeting be held?
Not later than six months after the company’s incorporation (section 289(1)).
Can directors pass a resolution without meeting?
Yes. A written resolution signed by all the directors entitled to receive notice is as valid as a resolution passed at a meeting (section 289(8)).
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