Notice of Meeting of Directors - Template, Sample Form Pro · NG-law

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RC No: ________

(Incorporated under the Companies and Allied Matters Act 2020)

Ref. No: ________

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To: The Members of the Board of Directors
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________

Dear Sir/Madam,

NOTICE OF MEETING OF THE BOARD OF DIRECTORS

§ 1. Notice of Meeting

1.1 NOTICE IS HEREBY GIVEN, pursuant to the provisions of the Companies and Allied Matters Act 2020 (the "Act") and the Articles of Association of the Company, that a meeting of the Board of Directors (the "Board") of ________ (the "Company") will be convened and held on ________ at ________ for the transaction of the business set out in the agenda below.

1.2 The meeting shall be held at the registered office of the Company at the following address:

________

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§ 2. Agenda

The agenda of the meeting of the Board shall be as follows:

2.1 Opening of the meeting and confirmation of the existence of a quorum;

2.2 Reading, consideration and approval of the minutes of the previous meeting of the Board held on ________, and consideration of any matters arising therefrom;

2.3 Consideration of the report of the Managing Director on the Company's key performance indicators, operational challenges and strategic initiatives;

2.4 Consideration of the report of ________;

2.5 To consider and, if thought fit, appoint additional Director(s) and/or to fill any casual vacancy on the Board, subject to ratification by the members in general meeting in accordance with section 274 of the Act;

2.6 To consider and recommend the appointment and/or remuneration of the auditor(s) of the Company for approval by the members in general meeting, pursuant to sections 401 and 411 of the Act;

2.7 To consider and appoint a Company Secretary, pursuant to section 330 of the Act;

2.8 To consider the audited financial statements of the Company for the financial year ended ________, prepared in accordance with sections 377 to 388 of the Act;

2.9 To deliberate upon and recommend the declaration of dividends for approval by the members in general meeting, pursuant to sections 426 to 432 of the Act;

2.10 To consider and recommend the change of name of the Company from ________ to ________, subject to the approval of the members by special resolution and the consent of the Corporate Affairs Commission pursuant to section 30 of the Act;

2.11 Any other business that may be lawfully transacted with the consent of the meeting.

§ 3. Other Business

Other business to be transacted at the meeting may include:

________

§ 4. Quorum

4.1 The quorum necessary for the transaction of the business of the Board shall be ________ Directors, or such number as is prescribed by the Articles of Association of the Company.

4.2 In the event that a quorum is not present within thirty (30) minutes of the time appointed for the meeting, the meeting shall stand adjourned to ________, or to such other date, time and place as the Board may determine.

§ 5. Notes

5.1 Where any matter on the agenda requires the approval of the members of the Company, the recommendation of the Board shall be tabled before the general meeting of the Company for ratification or approval as required by the Act and the Articles of Association.

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5.3 All documents relevant to the items on the agenda are available for inspection at the registered office of the Company during normal business hours and copies thereof are enclosed herewith or will be circulated to the Directors prior to the meeting.

5.4 Any Director who is unable to attend the meeting is kindly requested to notify the Company Secretary in writing not less than forty-eight (48) hours before the time appointed for the meeting.

DATED this ________.

BY ORDER OF THE BOARD

________________________
________
Company Secretary
FRC/CAC No: ________