An important organ of governance in a company is the Board of directors as it is charged with the responsibility of managing and directing the affairs of the company. One major tool by which directors track and manage the company’s performance is the Board meeting. Section 263 of the Companies and Allied Matters Act (“CAMA”) provides that the directors may meet together for the despatch of business, adjourn, and otherwise regulate their meetings as they think fit.
CAMA further provides that the notice convening a Board meeting shall be fourteen days’ notice in writing to the directors. In practice, it is not always possible for the directors to be given fourteen days’ notice and therefore, Company Secretaries routinely get the directors to sign or verbally approve a waiver of the required notice period either before or at the commencement of the Board meeting. Not many secretaries note the exact wordings of Section 266 (2) which are stated below for the purpose of instruction:
“There shall be given fourteen days’ notice in writing to all directors entitled to receive notice unless otherwise provided in the articles”.
This section establishes two things: by the use of the word “shall” the Board meeting must be convened by a notice period of fourteen days; the only exception is where the company’s articles of association provide otherwise. It is therefore important for the Company Secretary to confirm that a company’s articles permit the convening of the Board meeting by a period less than fourteen days before advising the directors on the waiver of the statutory notice.
 Section 266 (2)
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