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 248. Procedure of voting
(1) At any general meeting, a resolution put to the vote shall be decided on a show of hands, unless a poll is (before or on the declaration of the result of the show of hands) demanded by—
(a) the chairman, where he is a shareholder or a proxy ;
(b) at least three members present in person or by proxy ;
(c) a member or members present in person or by proxy and representing at least one tenth of the total voting rights of all the members having the right to vote at the meeting ; or
(d) any member or members holding shares in the company conferring a right to vote at the meeting being shares on which an aggregate sum has been paid up equal to at least one-tenth of the total sum paid up on all the shares conferring that right.
(2) Unless a poll is so demanded, a declaration by the chairman that a resolution has on a show of hands been carried unanimously or by a particular majority, or lost, and an entry to that effect in the book containing the minutes of the proceedings of the company, is a conclusive evidence of the fact, without proof of the number or proportion of the votes recorded in favour of, or against, the resolution.
Section 249. Right to demand poll
(1) Any provision contained in a company’s articles is void if it would have the effect of—
(a) excluding the right to demand a poll at a general meeting on any question other than the election of the chairman of the meeting or the adjournment of the meeting ; or
(b) making ineffective a demand for a poll on any such question which is made by any of the persons mentioned in section 248 of this Act.
(2) The instrument appointing a proxy to vote at a meeting of a company is also deemed also to confer authority to demand or join in demanding a poll, and for the purposes of subsection (1), a demand by a person as proxy for a member is the same as a demand by the member.
(3) Notwithstanding section 248 of this Act and subsections (1) and (2) of this section, there shall be no right to demand a poll on the election of members of the audit committee under section 404 of this Act.
Section 250. Voting on a poll
(1) On a poll taken at a meeting of a company, or a meeting of any class of members of a company, a member entitled to more than one vote, if he votes, need not use all his votes or cast all the votes he uses in the same way.
(2) Except as provided in subsection (4), if a poll is duly demanded, it shall be taken in such manner as the chairman directs, and the result of the poll is deemed to be the resolution of the meeting at which the poll was demanded.
(3) In the case of an equality of votes, whether on a show of hands or on a poll, the chairman of the meeting at which the show of hands takes place or at which the poll is demanded, shall be entitled to a second or casting vote.
(4) A poll demanded on the election of a chairman or on a question of adjournment is taken immediately, and on any other question is taken at such time as the chairman of the meeting directs, and any business other than that upon which a poll has been demanded may be proceeded with pending the taking of the poll.
Section 251. Right of attendance at general meeting
(1) Subject to section 252 of this Act, every member has a right to attend any general meeting of the company in accordance with the provisions of section 107.
(2) In the case of joint holders, the vote of the senior joint holder who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders, and for this purpose seniority is determined by the order in which the names stand in the register of members.
(3) A member of unsound mind, or in respect of whom an order has been made by any court having jurisdiction in lunacy, may vote, whether on a show of hands or on a poll, by his committee, receiver, curator bonis person in the nature of a committee, receiver or curator bonis appointed by that court, and any such committee, receiver, curator bonis or other person may vote by proxy.
Section 252. Attendance at meetings
Every person who is entitled to receive notice of a general meeting of the company as provided under section 251 of this Act, is entitled to attend such a meeting.
Section 253. Objections as to qualification to vote
No objection shall be raised to the qualification of any voter except at the meeting or adjourned meeting at which the vote objected to is given or tendered, and every vote not disallowed at such meeting is valid for all purposes and any such objection made in due time shall be referred to the chairman of the meeting, whose decision is final and conclusive.
Section 254. Proxies
(1) Any member of a company entitled to attend and vote at a meeting of the company is entitled to appoint another person (whether a member or not) as his proxy to attend and vote instead of him, and a proxy appointed to attend and vote instead of a member has the same right as the member to speak at the meeting, and unless the articles provide, this section shall not apply in the case of a company not having a share capital.
(2) In every notice calling a meeting of a company having a share capital, there shall appear a statement that a member entitled to attend and vote is entitled to appoint a proxy or, where that is allowed, two or more proxies, to attend and vote instead of him, and that a proxy need not be a member and if default is made in complying with this subsection as respects any meeting, each officer of the company is liable to a penalty in such amount as the Commission shall specify in its regulations.
(3) Any provision contained in a company’s articles is void in so far as it would have the effect of requiring the instrument appointing a proxy or any other document necessary to show the validity of the appointment of a proxy, to be received by the company or any other person more than 48 hours before a meeting or adjourned meeting in order that the appointment may be effective at the meeting.
(4) If, for the purpose of any meeting of a company, invitations to appoint as proxy a person or one of a number of persons specified in the invitations are issued at the company’s expense only to some of the members entitled to receive notice of the meeting and to vote by proxy at the meeting, each officer of the company who authorises or permits their issue is liable to a penalty in such amount as the Commission shall specify in its regulations : Provided that an officer is not liable under this subsection by reason only of the issue to a member at his request in writing of a form of appointment naming the proxy or a list of persons willing to act as proxy if the form or list is available on request in writing to every member entitled to vote at the meeting by proxy.
(5) A vote given in accordance with the terms of an instrument of proxy is valid notwithstanding the previous death, insanity of the principal, revocation of the proxy or of the authority under which the proxy was executed, the transfer of the share in respect of which the proxy is given, where no intimation in writing of such death, insanity, revocation or transfer is received by the company before the commencement of the meeting or adjourned meeting at which the proxy is used.
(6) The instrument appointing a proxy shall be in writing, under the hand of the appointer or his attorney duly authorised in writing and, if the appointer is a corporation, either by deed, or under the hand of an officer or attorney duly authorised.
(7) The instrument appointing a proxy and the power of attorney or other authority, under which it is signed or a certified copy of that power or authority is deposited at the registered office or head office of the company or at such other place within Nigeria as is specified for that purpose in the notice convening the meeting, at least 48 hours before the time for holding the meeting or adjourned meeting, at which the person named in the instrument proposes to vote, or, in the case of a poll, at least 24 hours before the time appointed for the taking of the poll, and if defaulted, the instrument of proxy shall not be treated as valid.
(8) This section applies to meetings of any class of members of a company as it applies to general meetings of the company.
Section 255. Corporation representation at meetings of companies, etc.
(1) A corporation, whether a company within the meaning of this Act or not, may if it is—
(a) a member of another corporation, being a company within the meaning of this Act, by resolution of its directors or other governing body, authorise such person as it deems fit to act as its representative at any meeting of the company or at any meeting of any class of members of the company ; or
(b) a creditor (including a holder of debentures) of another corporation, being a company within the meaning of this Act, by resolution of its directors or other governing body, authorise such person as it deems fit to act as its representative at any meeting of any creditors of the company held in pursuance of this Act or of any rule made thereunder or in pursuance of the provisions contained in any debenture or trust deed, as the case may be.
(2) A person authorised as provided in subsection (1), is entitled to exercise the same powers on behalf of the corporation which he represents as that corporation might exercise if it were an individual shareholder, creditor or holder of debentures of that other company.
Section 256. Quorum
(1) Except in the case of a company with one member or provided in the articles, no business shall be transacted at any general meeting unless a quorum of members is present at the time when the meeting proceeds to business and throughout the meeting.
(2) Except in the case of a company with one member or provided in the articles, the quorum for the meeting of a company is one third of the total number of members of the company or 25 members (whichever is less) present in person or by proxy, but where the number of members is not a multiple of three, then the number nearest to one third, but where the number of members is six or less, the quorum is two members and for the purpose of determining a quorum, all members or their proxies shall be counted.
(3) Where a member withdraw from the meeting for what appears to the chairman to be insufficient reasons and for the purpose of reducing the quorum, and the quorum is no longer present, the meeting may continue with the number present, and their decision bind all the shareholders but where there is only one member, he may seek direction of the Court to take a decision.
(4) Where there is a quorum at the beginning, but no quorum later due to some shareholders leaving for what appears to the chairman to be sufficient reasons, the meeting shall be adjourned to the same place, and time, in a week’s time, and if there is no quorum still at the adjourned meeting, the members present are then the quorum and their decision shall bind all shareholders and where only one member is present, he may seek direction of the Court to take a decision.
Section 257. Disclosure of remuneration of managers
The compensation of managers of a company shall be disclosed to members of the company at the annual general meeting.
Section 264. Adjournment
(1) 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.
(2) 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.
(3) 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.
(4) If a meeting stands adjourned under subsection (3) any two or more members present at the place and time to which it so stands adjourned shall form a quorum and their decision shall bind all shareholders, and where only one member is present, he may seek the direction of the Court to take a decision.
(5) The provisions of this section do not apply to a company with one member.
Section 265. Powers and duties of the chairman of the general meeting
(1) The chairman, of the board of directors shall preside as chairman at every general meeting of the company, and if there is no such chairman, if he is not present within one hour after the time appointed for the holding of the meeting or is unwilling to act, the directors present shall elect one among themselves to be chairman of the meeting.
(2) If at any meeting no director is willing to act as chairman or no director is present within one hour after the time appointed for holding the meeting, the members present shall choose one among themselves to be chairman of the meeting.
(3) 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.
(4) The Chairman shall cast his vote in the interest of the company as a whole, but if he is a shareholder, he may cast it in his own interest.
(5) The Chairman has power to adjourn a meeting in accordance with section 264 (1) of this Act.
(6) The chairman of a public company shall not act as the chief executive officer of such company.
Section 266. Minutes of proceedings and effect
(1) 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.
(2) 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.
(3) 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.
(4) 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.
(5) If a company fails to comply with subsection (1), the company and every officer of the company are liable to a penalty for every day the default continues in such amount as the Commission shall specify in its regulations.
Section 267. Inspection of minute books and copies
(1) 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.
(2) Any member is entitled to be furnished within seven days after receipt of his request in that behalf to the company, with a copy of any such minutes certified by the secretary at a charge not exceeding N100 for every page.
(3) 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.
(4) 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.
Section 268. Class meetings
The provisions of the foregoing sections apply to any class meetings except where expressly excluded by this Act.
What this means
Short answer
Resolutions at a general meeting are decided on a show of hands unless a poll is demanded (section 248). A proxy must be deposited at least 48 hours before the meeting (section 254(7)). The quorum is one-third of the members or 25, whichever is less (section 256). Minutes are prima facie evidence that the meeting was properly held (section 266).
Amended since the gazette
The Business Facilitation Act 2023 amended section 248(1) to allow electronic voting. See all the amendments.
Show of hands and polls
- A resolution is decided on a show of hands unless a poll is demanded before or when the result is declared by the chairman (if he is a shareholder or proxy), at least three members present, members representing at least one-tenth of the total voting rights, or members holding shares with at least one-tenth of the total paid-up sum on voting shares (section 248(1)).
- The chairman’s declaration of the result, minuted, is conclusive unless a poll is demanded (section 248(2)).
- The articles cannot exclude the right to demand a poll, except on electing the chairman or on adjournment. A proxy’s appointment carries authority to demand a poll. There is no right to demand a poll on electing the audit committee members (section 249).
- On a poll, a member with more than one vote need not use or cast them all the same way. The chairman has a casting vote on a tie. A poll on the election of a chairman or on adjournment is taken immediately, and others when the chairman directs (section 250).
Attending and voting
- Every member can attend, and everyone entitled to notice can attend (sections 251 and 252). Among joint holders the senior holder’s vote counts, with seniority fixed by the order in the register. A member of unsound mind can vote through his committee or receiver (section 251).
- An objection to a voter’s qualification must be raised at the meeting. The chairman’s decision is final, and a vote not disallowed is valid (section 253).
- A corporation that is a member or creditor can authorise a representative by resolution of its directors, with the powers of an individual (section 255).
Proxies
- A member can appoint any person, a member or not, as proxy, with the same right to speak. The notice must state this right (section 254(1) and (2)).
- The appointment is in writing under the appointer’s hand, or, for a corporation, by deed or under the hand of an authorised officer or attorney (section 254(6)).
- An article requiring the proxy to reach the company more than 48 hours before the meeting is void. The proxy must be deposited at least 48 hours before the meeting, or 24 hours before a poll, or it is invalid (section 254(3) and (7)).
- A vote under a proxy stays valid despite the principal’s death, insanity, revocation or share transfer if the company had no written notice before the meeting (section 254(5)).
- Issuing proxy invitations at the company’s expense to only some members is penalised (section 254(4)).
Quorum
Unless the articles provide otherwise, and except for a one-member company, the quorum is one-third of the members or 25, whichever is less, present in person or by proxy, with a minimum of two where there are six or fewer members (section 256(2)). A member who walks out to defeat the quorum does not stop the meeting, and its decisions bind everyone. If a quorum is lost for good reasons, the meeting is adjourned a week, and if there is still no quorum the members present are the quorum (section 256(3) and (4)).
Chairman, adjournment and minutes
- The chairman of the board presides, or else a director elected by those present, or else a member chosen by the members. He preserves order, ensures regular proceedings and acts in the company’s interest. The chairman of a public company cannot also be its chief executive (section 265).
- With the meeting’s consent, the chairman can adjourn it, and only unfinished business can be dealt with. Notice of the adjourned meeting is needed if it is adjourned for 30 days or more. If no quorum appears within an hour, a requisitioned meeting is dissolved and others stand adjourned a week (section 264).
- Minutes of general meetings, directors’ meetings and managers’ meetings must be kept. Signed minutes are prima facie evidence, and the meeting is presumed duly held until the contrary is proved. A single member records his decisions and gives details to the board (section 266).
- Members can inspect general-meeting minutes free for at least six hours each day, and get a certified copy within seven days at not more than ₦100 a page (section 267). These rules apply to class meetings (section 268). The compensation of managers is disclosed at the annual general meeting (section 257).
Questions and answers
How soon before the meeting must a proxy be deposited?
At least 48 hours before the meeting, or 24 hours before a poll is taken (section 254(7)).
What is the quorum at a general meeting?
Unless the articles say otherwise, one-third of the members or 25, whichever is less, present in person or by proxy. Two where there are six or fewer members (section 256).
Who can demand a poll?
The chairman if he is a shareholder or proxy, at least three members present, members with one-tenth of the voting rights, or members holding shares paid up to one-tenth of the total paid up on voting shares (section 248(1)).
Can members inspect the minutes of general meetings?
Yes, free of charge, for at least six hours each day, and they can ask for a certified copy within seven days (section 267).
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