CAMA 2020: Office of Directors and Board Proceedings

Flashcards covering the legal requirements for directors' vacation of office, board proceedings, quorum rules, and remuneration based on Sections 284, 289, 290, 291, 292, and 293 of the kama twenty twenty (CAMA 2020).

Under which section of kama twenty twenty is the vacation of office of directors provided?

Section $284$

What are the four grounds upon which a director can cease from occupying their position according to Section $284$?

Prohibition on grounds of fraud, bankruptcy, insanity, and resignation.

Which section of the kama provides for the proceedings of directors?

Section $289$

According to the transcript, who heads the board of directors?

A chairman.

Within what time period must the first meeting of the board of directors be held after the incorporation of the company?

Within the first $6$ months.

Which section of the comma governs the quorum of the meeting?

Section $290$

What is the quorum necessary for the transaction of the business of directors when there are not more than $6$ directors?

$$2$$

What is the quorum required when there are more than $6$ directors?

One third ($\frac{1}{3}$) of the number of directors.

If the number of directors is not a multiple of $3$, how is the quorum determined?

The quorum is one third ($\frac{1}{3}$) of the nearest number.

Who is responsible for fixing the quorum when a committee of directors is appointed by the board?

The board of directors.

In a situation where no quorum is fixed for a committee, how must the committee act?

The whole committee shall meet and act by a majority.

What is the legal status of a board proceeding if the stipulated quorum is not met?

The meeting will be irregular and the proceeding of the board will be invalid.

According to section $291$, who may act in place of the board if a quorum cannot be formed?

The general meeting.

Who may act in place of a committee if a quorum cannot be formed for that committee?

The board.

What is the required length of notice for a directors' meeting according to section $292$ of the comma?

$14$ days notice in writing to all directors entitled to receive notice.

What is the consequence of failing to give notice for a directors' meeting?

Failure to give notice invalidates the meeting.

Under section $293$ of the kama, how is the remuneration of directors determined?

It is determined by the company in general meeting.

Is a company legally bound to pay remuneration to its directors?

No, a company is not bound to pay remuneration to directors.

What specific expenses may be paid to directors besides remuneration?

Traveling, hotel, and other expenses properly incurred by them in attending and returning from meetings or in connection with company business.