UNIT 10

NATURE OF COMPANY MEETINGS

Company meetings are formal gatherings of the members or directors of a company to discuss and make decisions regarding the company's operations, policies, and future directions. These meetings are crucial for ensuring transparency, accountability, and proper governance within the company. They provide a platform for stakeholders to voice their opinions, vote on key issues, and ensure that the company operates in accordance with its objectives and legal requirements.

TYPES OF COMPANY MEETINGS

1. Annual general meetings(AGM): An AGM is a mandatory yearly gathering of a company's interested shareholders and its purpose is to present the company's annual report, discuss the company's performance, approve dividends, and elect directors. See section 237 of the Companies and Allied Matters Act (CAMA) 2020 which mandates that every company must hold an AGM each year and the case of Incorporated Trustees of Nigerian Bar Association v. Legal Practitioners Disciplinary Committee (2019) 4 NWLR (Pt. 1653) 459, where the importance of AGMs in maintaining corporate governance was emphasized.
2. Extraordinary general meetings(EGM): An EGM is any meeting other than the AGM and it is called to address urgent matters that cannot wait until the next AGM. See section 239 of CAMA 2020 which allows for the calling of EGMs when necessary.
3. Board meetings: These are meetings held by the company's board of directors to discuss and make decisions on the company's management and strategic direction. See section 263 of CAMA 2020 which provides that directors must meet periodically to manage the affairs of the company.
4. Class meetings: These are meetings held by a specific class of shareholders, such as preference shareholders to discuss issues that specifically affect that class of shareholders. See section 246 of CAMA 2020 which outlines the procedures for class meetings.

NOTICE OF COMPANY MEETINGS

1. Requirement for notice: Notice of a company meeting is the formal communication informing members or directors of the time, date, and agenda of the meeting. See section 242 of CAMA 2020 which requires that notice of a general meeting must be given to every member, director, and auditor of the company at least 21 days before the meeting.
2. Contents of notice: This is where the notice must include the date, time, venue, and agenda of the meeting. See the case of Aderemi v. PDP (2019) 4 NWLR (Pt. 1653) 422, where the court highlighted the importance of proper notice in ensuring fair and transparent meetings.
3. Mode of delivery: This is where notice can be delivered personally, by post, or electronically, provided it reaches the intended recipients.

PROCEDURE AT COMPANY MEETINGS

1. Quorum: This is the minimum number of members or directors required to be present for the meeting to be valid. See section 249 of CAMA 2020 which specifies the quorum for different types of meetings.
2. Chairperson: The chairperson presides over the meeting, ensuring it is conducted in an orderly manner. See section 252 of CAMA 2020 which outlines the duties and powers of the chairperson.
3. Voting: Voting can be by show of hands, poll, or proxy. See section 254 of CAMA 2020 which details the voting procedures and the rights of members to appoint proxies.
4. Minutes of meeting: This is the official record of the proceedings and resolutions passed at the meeting. See section 257 of CAMA 2020 which mandates that minutes must be kept and signed by the chairperson.

COMPANY RESOLUTIONS

1. Ordinary resolutions: these are resolutions passed by a simple majority (over 50%) of the members present and voting and it is used for routine business decisions such as the approval of annual accounts. See section 252 of CAMA 2020.
2. Special resolutions: these are resolutions passed by a majority of not less than three-quarters (75%) of the members present and voting. It is required for more significant decisions such as amending the company's articles of association or approving a merger. See section 253 of CAMA 2020.
3. Written resolutions: these are resolutions that can be passed without a meeting, provided all eligible members sign the resolution and they are used for decisions that need unanimous consent but do not require a formal meeting. See section 253 of CAMA 2020 which allows private companies to pass written resolutions in lieu of holding a general meeting.

CONCLUSION

By adhering to these structured procedures and legal requirements, companies ensure that their meetings are conducted effectively, and the decisions made are valid and binding.