ICANBusiness LawCompany Law: Directors, Meetings and Shares2025

Zenith Flour Mills Plc scheduled its Annual General Meeting (AGM) for 25th November 2023 at Lagos. The company secretary dispatched the notice of the meeting on 10th November 2023 via registered post to all members. At the AGM, Mr. Adams, a shareholder holding 5% of the total voting rights, raised a preliminary objection that the meeting was incompetent and all decisions invalid because statutory notice was not given. Despite his protest, the Chairman proceeded with the meeting. During the meeting, a resolution was proposed to alter the company's Articles of Association to increase the borrowing powers of the directors. The vote recorded 65% in favour and 35% against. Required: (a) Advise Zenith Flour Mills Plc on the validity of the notice issued for the AGM under CAMA 2020 and the legal effect of failure to give proper notice. (7 marks) (b) Distinguish between an Ordinary Resolution and a Special Resolution under CAMA 2020, and determine whether the proposed alteration to the Articles of Association was validly passed. (8 marks) (c) Explain the statutory requirements and procedure under CAMA 2020 for members to requisition an Extraordinary General Meeting (EGM). (5 marks) (Total: 20 marks)

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