Back to top

Articles of Association

Progress:
0%
?
X

A company limited by shares is one that the members of the company are responsible for its debts only to the extent of the amount of the unpaid capital (in form of shares) they invested in the company. A company limited by guarantee is a company usually used for non-profit, the members are only responsible for the debts of the company to the extent of the amount they have undertaken to contribute. An unlimited liability company is a company that has no restriction on the responsibility of the members of the company. Consequently, members of an unlimited liability company will be held responsible for all the debts of the Company until the debts are fully paid and there is no extent of liability.

Need
help?
Customize the template

The Federal Republic of Nigeria

The Companies and Allied Matters Act, 2004

Private Company Limited by Shares

Articles of Association (As amended)

of

________

INTERPRETATION

1. In these Regulations, "Act" means the Companies and Allied Matters Act 2004.

(a) Unless the context otherwise requires, words or expressions contained in these regulations shall bear the same meaning as in the Act.

(b) "Articles" means the Articles of Association of the Company framed or as altered from time to time by Special Resolution.

(c) "Seal" means the Common Seal of the Company.

SHARES

2. The Company may from time to time issue classes of shares. It shall be the responsibility of the directors to determine the classes of shares to be issued. All the rights or restrictions attached to each particular share shall be specified in the terms of issue, but such right may at any time be varied.

3. Without prejudice to any special rights conferred on the holders of any existing shares or classes of share, any share in the Company may be issued with such preferred, differed or other special rights or such restrictions, whether in regard to dividend, return of capital or otherwise as the Company may from time to time by ordinary resolution determine.

4. Every person whose name has been entered as a member in the register of members shall be entitled without payment to receive within two months after allotment or lodgement of transfer (or within such other period as the conditions of issue shall provide) one certificate for all his shares.

5. The share certificate must specify the following:

(a) particulars of the holder of the shares;

(b) the number and classes of shares held by the holder of the shares;

(c) the nominal value of the shares;

(d) that the shares are fully paid up.

6. If a share certificate is defaced, lost or destroyed, it may be renewed on such terms (if any) as to evidence, indemnity and out-of-pocket expenses of the Company.

TRANSFER OF SHARES

7. (a) The right to transfer shares is restricted in the manner hereinafter provided.

(b) Any invitation to the public to subscribe for any shares or debentures of the Company is prohibited.

8. Shares may be transferred by an instrument of transfer in the usual form and executed by or on behalf of the transferor.

9. The transferor remains the holder of a share until the name of the transferee has been entered in the register of members as a holder of the shares.

PREEMPTIVE RIGHTS OF SHAREHOLDERS OF THE COMPANY

10. The Company shall not allot any new or unissued shares unless same are offered in the first instance to all the shareholders in proportion as nearly as may be to their existing holdings.

11. If the Company proposes new shares, the new shares shall be offered for subscription in cash or for consideration other than cash.

Each offer shall be made by a notice from the Company specifying the price per new share and the date within which the offer close

12. The subscription price shall be determined by the board of directors or, if not so agreed, a fair price shall be determined by the Auditors.

13. Where a shareholder declines this offer, the board of directors may, subject to the terms of any resolution of the Company, dispose of the shares at a price not less than that specified in the offer, in such manner and terms as they think most beneficial to the Company.

TRANSMISSION OF SHARES

14. In the case of the death of a member, the survivor(s) where the deceased was a joint holder, and the legal personal representatives of the deceased where he was a sole holder, shall be the only person(s) recognized by Company as having any title to his interest in shares; but nothing herein contained shall release the estate of the deceases jointly held by him with another person.

15. Any person becoming entitled to a share in consequence of the death or bankruptcy of a member may, upon such evidence being produced as may, from time to time, properly be required by the directors and subject as hereinafter provided, elect either to be registered himself as holder of the share, or to have some person nominated by him registered as the transferee of the share; but the Company shall, in either case, have the same right to decline or suspend registration as they would have had in the case of a transfer of the share by that member before his death or bankruptcy, as the case may be.

16. If the person so becoming entitled elects to be registered himself, he shall deliver or send to the Company, a notice in writing signed by him stating that he so elects and if he elects to have another person registered, he shall testify his election by executing to that person a transfer of the share.

17. All limitations, restrictions relating to the rights to transfer and the registration of transfers of share, shall be applicable to any such notice or transfer as mentioned above as if the death or bankruptcy of the member had not occurred and the notice or transfer were a transfer signed by that member.

18. A person entitled to a share by reason of the death or bankruptcy of the holder, shall be entitled to the same dividends and other advantages to which he would be entitled if he were the registered holder of the share, except that he shall not before being registered as a member in respect of the share, be entitled in respect of it to exercise right conferred by member in relation to the meetings of the Company. Provided always that the directors may at any time give notice requiring any such person to elect either to be registered himself or to transfer the share, and if the notice is nor complied with within 90 (ninety) days, the directors may thereafter withhold payment on all dividends, bonuses or other moneys payable in respect of the shares until the requirements to the notice have been complied with.

LIEN

19. The Company shall have a first and paramount lien on every share (whether presently payable or not) called or payable at a fixed time in respect of that share and the Company shall also have first and paramount lien on all shares (other than fully paid shares) standing registered in the name of a single person for all moneys presently payable by him or his estate Company; but the directors may at any time share to be wholly or in part exempted from the provisions of this regulations. The Company's lien, if any, on shares extend to all dividends payable thereon.

20. The Company may sell, in such manner as the director deem fit, any shares on which the Company has a lien, but no sale shall be made unless a sum in respect of which the lien exist is presently payable, nor until the expiration of 14 (fourteen) days after a notice in writing, stating and demanding payment of such part of the amount in respect of which the lien exits as is currently payable, has been given to the registered holder for the time being of the shares, or the person entitled to them by reason of death or bankruptcy.

21. To give effect to such sale the directors may authorize some person to transfer the shares sold to the purchaser thereof. The purchaser shall be registered as the holder of the share comprised in any such transfer and he shall not be bound to see to the application of the purchase money, nor shall his title to the shares be affected by an irregularities or invalidity in the proceedings in reference to the sales.

22. The proceeds of the sale shall be received by the Company and applied of such part of the amount in respect of which the lien exists as is presently payable and the residue, if any, shall (subject to a like lien for sums not presently payable as existed upon upon the shares before the sale) be paid to the person to the date of the sale.


FORFEITURE OF SHARES

23.If a member fails to pay any call or installment of a cal on the day appointed for payment, the directors may, at any time thereafter during such time as any part of the call or installment is unpaid, serve a notice on him requiring payment of so much of the call or installment as is unpaid, together with any interest which may have accrued.

24. If the requirement of any such notice is not complied with, any share in respect of which notice may at any time thereafter, before payment required by the notice has been made, be forfeited by a resolution of the board of directors to that effect.

25. A forfeited share may be sold or otherwise disposed of on such terms and in such manner as the directors think fit, and at any time before a sale or disposition, the forfeiture may be cancelled on such terms as the directors think fit.

PROCEEDINGS AT GENERAL MEETINGS

26. All businesses that are transacted at the ordinary general meeting shall be deemed special except declaration of dividend, the consideration of accounts, balance sheets and reports of the Directors and auditors, the election of Directors in place of those retiring and the appointment and fixing the remuneration of the auditors.

27. No business shall be transacted at any general meeting unless a quorum of members is present at any time when the meeting proceeds to business.

28. Save as herein provided, the quorum shall be ________ (________) members of the Company present and having the right to vote.

29. If within half an hour from the time appointed for the meeting a quorum is not present the meeting shall, if convened upon the requisition of members shall be dissolved; in any other case, it shall stand adjourned to the same day next day at the same time and place as the directors may determine, and if at the adjourned meeting a quorum is not present within half an hour from the appointed time for the meeting, the members present shall be a quorum.

30. The chairman shall preside as chairman at any general meeting of the Company, if the chairman is not present within fifteen minutes after the time appointed for the holding of the meeting or is not willing to act, the directors present shall elect one of their number to preside over the meeting.

31. At any general meeting, a resolution put to the whole of the meeting shall be decided on a show of hands unless a poll is (before or on the declaration of the result of the show of hands) demanded by:

(a) the Chairman;

(b) at least three members present in person or proxy; or

(c) by any members or members present in person or by proxy and representing not less than one tenth of the total voting rights of all the members having the right to vote at the meeting; or

(d) by a member or members holding shares in the Company conferring a right to vote at the meeting being shares on which an aggregate sun has been paid up on all the shares conferring that right.

VOTE OF MEMBERS

32. At any general meeting, a resolution put to the whole meeting shall be by show of hands and every member in present in person or by a proxy shall have one vote and on a poll, every member shall have one vote for each share which he is the holder.

33. The instrument appointing a proxy and the power of attorney or other authority, if any under which it is signed or a certified copy of that power or authority shall be deposited at the registered office or head office of the Company.

34. The instrument appointing a proxy shall be deemed to confer authority to demand or join in demanding a poll.

35. Any corporation which is a member of the Company may by resolution of its directors or other governing body authorize such person as it thinks fit to act as its representatives at any meeting of the Company or any class of members of the Company, and the person authorized shall be entitled to exercise the same powers on behalf of the corporation which he represents as that corporation might exercise if it were an individual member of the Company.

DIRECTORS

36. The affairs of the Company may be managed by a Board of Directors which may be determined from time to time.

THE MANAGING DIRECTOR

37. The directors may from time to time appoint a person for who shall act as the managing director for such period and such terms as they think fit, and subject to the terms of any agreement entered in any particular case. A director so appointed shall not, whilst holding that office, be subject to retirement by rotation or be taken into account in determining the rotation of directors, but his appointment shall be automatically determined if he ceases to be a director.

38. The functions of the Managing Director shall include the following:

(a) day to day running of the Company;

(b) guiding the development of the Company;

(c) acting as the Company's leading representative in its dealings with its stakeholders.

39. A Managing Director shall receive such remuneration (whether by way of salary, commission or participation in profits etc.) as the directors may determine.

40. The directors may delegate upon a Managing Director as it may deem appropriate or necessary to ensure smooth operation of the Company.

THE CHAIRMAN

41. The directors may appoint the Chairman of the Company who will preside over all the board meetings and meetings of the members of the Company.

BOARD COMMITTEES

42. The committees to which the directors delegate any of their powers must follow procedures which are based on the provision of this Articles.

43. The directors may make rules of procedure any committee.

POWERS AND DUTIES OF DIRECTORS

44. The business of the Company shall be managed by the directors, who may exercise such powers of the Company that are not inconsistent to these regulations and the provisions of the Company's memorandum and articles of association.

45. Every director of the Company is required to hold at least ________ (________) shares in the Company.

46. The directors may from time to time by power of attorney appoint any firm or person or body of persons to be the attorney or attorneys of the Company for such purposes and such powers, authorities and discretion vested in them.

47. A director may hold any other office or place of profit under the Company (other than the office of the auditor) in conjunction with his office as Director for such period and on such terms as the directors may determine.

48. All cheques, promissory notes, drafts, bills of exchange and other negotiable instruments shall be endorsed in such manner as the directors may from time to time determine by resolution.

RETIREMENT AND ROTATION OF DIRECTORS

49. At the first annual general meeting of the Company, all the directors shall retire from office and at the annual general meeting in every subsequent year, one third of the directors for the time being or, if their number is not a multiple of three, then the number nearest to one third, shall retire from office.

50. The Directors to retire each year shall be those who have been longest in office since their last election, but as between persons who have become directors on the same day, those to retire shall be determined by lots.

51. A retiring director shall be eligible for re-election.

52. The Company at the meeting at which the director retires may fill the vacated office by electing a person thereto, and in default the retiring director shall if offering himself for reelection be deemed to have been re-elected, unless at such meeting it is expressly resolved not to fill such vacated office or unless a resolution for the re-election of such director have been put to the meeting and lost.

53. No person other than a director retiring at the meeting shall, unless recommended by the directors be eligible for election to the office of the director at any general meeting. The director making the recommendation shall send a written notice, signed by a member duly qualified to attend and vote at the meeting is registered at the registered office or head office of his intention to propose such person for election and also a written notice of the person showing his willingness to be elected.

APPOINTMENT OF DIRECTORS

54. The directors shall have the power to appoint a director, either to fill a casual vacancy or as an addition to the existing directors. Any director so appointed shall hold office only until the next annual general meeting and shall then be eligible for re-election but shall not be taken into account in determining the directors who are to retire by rotation at such meeting.

55. Without prejudice to the power of the directors, the Company may also by ordinary resolution, appoint another person in place of a director removed from office. The Company may in general meeting, appoint any person whether to fill a casual vacancy or as an additional director. A person appointed in place of a director so removed or to fill such vacancy shall be subject to retirement.


REMOVAL OF A DIRECTOR

56. notwithstanding anything in this regulations, the Company may by ordinary resolution,remove any director before the expiration of his term of office in accordance with the Act.


TERMINATION OF THE DIRECTOR'S APPOINTMENT

57. The office of a director shall be vacated if the director:

(a) fails to have the required shares in the Company;

(b) becomes bankrupt or makes any arrangement or composition with his creditors generally; or

(c) becomes of unsound mind;

(d) resigns his office by notice in writing to the Company;

(e) becomes prohibited from being a director by reason of any other provision made under the Act.


APPOINTMENT AND REMOVAL OF ALTERNATE DIRECTORS

58. Any director may appoint any other person approved by the resolution of the board of directors to be an alternate.

59. The appointment and removal of an alternate director must be effected by a notice in writing to the Company and signed by the appointor.

60. The notice must include the following:

(a) Particulars of the alternate; and

(b) A statement signed by the proposed alternate indicating his acceptance to act as an alternate.

RIGHTS 888 88252855885 82 825588855 DIRECTORS

61. 552 582252522 585282258 85588 5582 252 8522 582528, 82 52852822 22 522 58528225'8 52888822 252822 2528288.

62. 5582282 22 252 22528 525 822582822 22 52228222222, 252 582252522 252 25258882 252 228258 525 5282228888882828 22 252 522282225.

63. 552 582252522 252 82 8252225 58 5 25528882522 225 252 25522828 22 52225282822 8522525 5 852552 8 225225 525 252 8822 5 8582222 5282852822 258222 52 88 252528882 5525258225 22 52 225258882.

64. 82 582252522 58528225 88 222 22282825 22 522 2252 22 522522552822 2522 252 8222522 258222 252 522282225 5852828 (82 222882 82 8582822) 2552 5 2552 22 588 522522552822 82 28822 22 252 582252522.

TERMINATION OF THE APPOINTMENT OF THE ALTERNATE DIRECTOR

65. The appointment of the alternate director terminates when any of the following occurs:

(a) the appointor revokes the alternate's appointment by a notice in writing to the Company;

(b) on the death of the alternate's appointor;

(c) when the appointor ceases to be a director of the Company.

MEETINGS OF THE BOARD OF DIRECTORS

66. Board meetings shall be convened at regular intervals.

67. Notwithstanding anything to the contrary in this Articles, all decisions of the Board shall be by majority vote of the directors.

68. Resolutions of the Board shall be validly passes, if a quorum is present and, except as otherwise provided in this Articles, by majority vote.

69. The quorum for the meeting of the directors shall be ________ (________).

70. If after 1 (one) hour (or such other time as agreed by the directors), from the time appointed for the meeting of directors, a quorum is not present, the meeting shall stand adjourned to another day.

71. Each director shall be entitled to 1 (one) vote. The votes shall be cast by show of hands and in the event of equality of votes at a meeting of the Board, the Chairman shall be entitled to vote.

72. A resolution in writing signed by all the directors for the time being entitled to receive notice of a meeting of the directors, shall be valid and effectual as if it had been passed at a meeting of the directors duly convened and held.

73. The Company shall compensate the directors with the payment of attendance/sitting fees and Director's fees.


COMPANY SECRETARY

74. The Company secretary shall be appointed by the directors for such term and such remuneration and upon such condition as they may think fit.

75. The duties and responsibilities of the Company secretary includes but not limited to the following:

(a) assist the Chairman and the CEO/MD to determine the annual Board plan and with the administration of other strategic issues at Board level;

(b) provide the Board and directors individually, with detailed guidance as to how their responsibilities should be properly discharged in the best interest of the Company;

(c) circulate notice of board and company meetings to the directors and members of Company respectively;

(d) compilation of Board papers and ensuring that the Board's discussion and decisions are clearly and properly recorded and communicated to the relevant persons;

(e) provide central source of guidance and advice to the Board and the Company, on matters of ethics, conflicts of interest and good corporate governance.


8822888 5582

76. 552 585282258 85588 2528852 225 252 852222 22 252 8222522 8258 85885 85588 2282 82 5825 82 252 552525822 22 252 885282258 25 22 5 822282222 22 252 885282258 5525258225 82 252 885282258 82 2552 825582, 525 28252 8282552222 82 85885 252 8258 852585 82 5228525 85588 82 882225 82 5 88528225 525 85588 82 8252225 882225 82 252 828522552 25 5 828225 88528225.

ACCOUNTS

77. The directors shall cause proper books of accounts to be kept:

(a) all sums of money received and expended by the Company;

(b) all sales and purchases of the Company; and

(c) the assets and liabilities of the Company.

78. The books of accounts shall be kept at the registered office of the Company or at such other place as the directors think fit, and shall always be open to inspection of the directors.

79. The directors shall from time to time cause to be prepared and to be laid before the Company in general meeting, such profits and loss accounts, balance sheets, group accounts (if any) and reports.

NOTICES

80. Notice may be given by the Company to any member either personally or by sending it by post or to his registered address if any within Nigeria.


WINDING UP

81. If the Company shall be wound up, the liquidator shall upon the passing of an special resolution of the Company, divide amongst the members, the whole or part of the assets of the Company (whether they shall consist of property of the same or not) and may, for such purpose st a value as he deems fair upon any property to be divided as aforesaid and may determine how such divisions shall be carried out between the members or different classes of shareholders. The liquidator may vest the whole or part of the assets of the Company in the hands of trustees upon such trusts for the benefit of the contributories as the liquidator shall think fit.


INDEMNITY

82. Every director, managing director, auditor, secretary and other officer for the time being shall be indemnified out of the assets of the Company against any liability incurred by him in defending any proceedings, whether civil or criminal in which judgement is given in his favour or which he is acquainted or in which relief is granted him by the court.


Name of Subscriber
: ________

Address: ________

Number of shares taken: ________ ordinary shares

Signature:


Name of Subscriber
: ________

Address: ________

Number of shares taken: ________ ordinary shares

Signature:


Dated on ________


Witnesses to the above signatures:


Name: ________

Address: ________

Occupation: ________

Signature:

See your document
in progress

The Federal Republic of Nigeria

The Companies and Allied Matters Act, 2004

Private Company Limited by Shares

Articles of Association (As amended)

of

________

INTERPRETATION

1. In these Regulations, "Act" means the Companies and Allied Matters Act 2004.

(a) Unless the context otherwise requires, words or expressions contained in these regulations shall bear the same meaning as in the Act.

(b) "Articles" means the Articles of Association of the Company framed or as altered from time to time by Special Resolution.

(c) "Seal" means the Common Seal of the Company.

SHARES

2. The Company may from time to time issue classes of shares. It shall be the responsibility of the directors to determine the classes of shares to be issued. All the rights or restrictions attached to each particular share shall be specified in the terms of issue, but such right may at any time be varied.

3. Without prejudice to any special rights conferred on the holders of any existing shares or classes of share, any share in the Company may be issued with such preferred, differed or other special rights or such restrictions, whether in regard to dividend, return of capital or otherwise as the Company may from time to time by ordinary resolution determine.

4. Every person whose name has been entered as a member in the register of members shall be entitled without payment to receive within two months after allotment or lodgement of transfer (or within such other period as the conditions of issue shall provide) one certificate for all his shares.

5. The share certificate must specify the following:

(a) particulars of the holder of the shares;

(b) the number and classes of shares held by the holder of the shares;

(c) the nominal value of the shares;

(d) that the shares are fully paid up.

6. If a share certificate is defaced, lost or destroyed, it may be renewed on such terms (if any) as to evidence, indemnity and out-of-pocket expenses of the Company.

TRANSFER OF SHARES

7. (a) The right to transfer shares is restricted in the manner hereinafter provided.

(b) Any invitation to the public to subscribe for any shares or debentures of the Company is prohibited.

8. Shares may be transferred by an instrument of transfer in the usual form and executed by or on behalf of the transferor.

9. The transferor remains the holder of a share until the name of the transferee has been entered in the register of members as a holder of the shares.

PREEMPTIVE RIGHTS OF SHAREHOLDERS OF THE COMPANY

10. The Company shall not allot any new or unissued shares unless same are offered in the first instance to all the shareholders in proportion as nearly as may be to their existing holdings.

11. If the Company proposes new shares, the new shares shall be offered for subscription in cash or for consideration other than cash.

Each offer shall be made by a notice from the Company specifying the price per new share and the date within which the offer close

12. The subscription price shall be determined by the board of directors or, if not so agreed, a fair price shall be determined by the Auditors.

13. Where a shareholder declines this offer, the board of directors may, subject to the terms of any resolution of the Company, dispose of the shares at a price not less than that specified in the offer, in such manner and terms as they think most beneficial to the Company.

TRANSMISSION OF SHARES

14. In the case of the death of a member, the survivor(s) where the deceased was a joint holder, and the legal personal representatives of the deceased where he was a sole holder, shall be the only person(s) recognized by Company as having any title to his interest in shares; but nothing herein contained shall release the estate of the deceases jointly held by him with another person.

15. Any person becoming entitled to a share in consequence of the death or bankruptcy of a member may, upon such evidence being produced as may, from time to time, properly be required by the directors and subject as hereinafter provided, elect either to be registered himself as holder of the share, or to have some person nominated by him registered as the transferee of the share; but the Company shall, in either case, have the same right to decline or suspend registration as they would have had in the case of a transfer of the share by that member before his death or bankruptcy, as the case may be.

16. If the person so becoming entitled elects to be registered himself, he shall deliver or send to the Company, a notice in writing signed by him stating that he so elects and if he elects to have another person registered, he shall testify his election by executing to that person a transfer of the share.

17. All limitations, restrictions relating to the rights to transfer and the registration of transfers of share, shall be applicable to any such notice or transfer as mentioned above as if the death or bankruptcy of the member had not occurred and the notice or transfer were a transfer signed by that member.

18. A person entitled to a share by reason of the death or bankruptcy of the holder, shall be entitled to the same dividends and other advantages to which he would be entitled if he were the registered holder of the share, except that he shall not before being registered as a member in respect of the share, be entitled in respect of it to exercise right conferred by member in relation to the meetings of the Company. Provided always that the directors may at any time give notice requiring any such person to elect either to be registered himself or to transfer the share, and if the notice is nor complied with within 90 (ninety) days, the directors may thereafter withhold payment on all dividends, bonuses or other moneys payable in respect of the shares until the requirements to the notice have been complied with.

LIEN

19. The Company shall have a first and paramount lien on every share (whether presently payable or not) called or payable at a fixed time in respect of that share and the Company shall also have first and paramount lien on all shares (other than fully paid shares) standing registered in the name of a single person for all moneys presently payable by him or his estate Company; but the directors may at any time share to be wholly or in part exempted from the provisions of this regulations. The Company's lien, if any, on shares extend to all dividends payable thereon.

20. The Company may sell, in such manner as the director deem fit, any shares on which the Company has a lien, but no sale shall be made unless a sum in respect of which the lien exist is presently payable, nor until the expiration of 14 (fourteen) days after a notice in writing, stating and demanding payment of such part of the amount in respect of which the lien exits as is currently payable, has been given to the registered holder for the time being of the shares, or the person entitled to them by reason of death or bankruptcy.

21. To give effect to such sale the directors may authorize some person to transfer the shares sold to the purchaser thereof. The purchaser shall be registered as the holder of the share comprised in any such transfer and he shall not be bound to see to the application of the purchase money, nor shall his title to the shares be affected by an irregularities or invalidity in the proceedings in reference to the sales.

22. The proceeds of the sale shall be received by the Company and applied of such part of the amount in respect of which the lien exists as is presently payable and the residue, if any, shall (subject to a like lien for sums not presently payable as existed upon upon the shares before the sale) be paid to the person to the date of the sale.


FORFEITURE OF SHARES

23.If a member fails to pay any call or installment of a cal on the day appointed for payment, the directors may, at any time thereafter during such time as any part of the call or installment is unpaid, serve a notice on him requiring payment of so much of the call or installment as is unpaid, together with any interest which may have accrued.

24. If the requirement of any such notice is not complied with, any share in respect of which notice may at any time thereafter, before payment required by the notice has been made, be forfeited by a resolution of the board of directors to that effect.

25. A forfeited share may be sold or otherwise disposed of on such terms and in such manner as the directors think fit, and at any time before a sale or disposition, the forfeiture may be cancelled on such terms as the directors think fit.

PROCEEDINGS AT GENERAL MEETINGS

26. All businesses that are transacted at the ordinary general meeting shall be deemed special except declaration of dividend, the consideration of accounts, balance sheets and reports of the Directors and auditors, the election of Directors in place of those retiring and the appointment and fixing the remuneration of the auditors.

27. No business shall be transacted at any general meeting unless a quorum of members is present at any time when the meeting proceeds to business.

28. Save as herein provided, the quorum shall be ________ (________) members of the Company present and having the right to vote.

29. If within half an hour from the time appointed for the meeting a quorum is not present the meeting shall, if convened upon the requisition of members shall be dissolved; in any other case, it shall stand adjourned to the same day next day at the same time and place as the directors may determine, and if at the adjourned meeting a quorum is not present within half an hour from the appointed time for the meeting, the members present shall be a quorum.

30. The chairman shall preside as chairman at any general meeting of the Company, if the chairman is not present within fifteen minutes after the time appointed for the holding of the meeting or is not willing to act, the directors present shall elect one of their number to preside over the meeting.

31. At any general meeting, a resolution put to the whole of the meeting shall be decided on a show of hands unless a poll is (before or on the declaration of the result of the show of hands) demanded by:

(a) the Chairman;

(b) at least three members present in person or proxy; or

(c) by any members or members present in person or by proxy and representing not less than one tenth of the total voting rights of all the members having the right to vote at the meeting; or

(d) by a member or members holding shares in the Company conferring a right to vote at the meeting being shares on which an aggregate sun has been paid up on all the shares conferring that right.

VOTE OF MEMBERS

32. At any general meeting, a resolution put to the whole meeting shall be by show of hands and every member in present in person or by a proxy shall have one vote and on a poll, every member shall have one vote for each share which he is the holder.

33. The instrument appointing a proxy and the power of attorney or other authority, if any under which it is signed or a certified copy of that power or authority shall be deposited at the registered office or head office of the Company.

34. The instrument appointing a proxy shall be deemed to confer authority to demand or join in demanding a poll.

35. Any corporation which is a member of the Company may by resolution of its directors or other governing body authorize such person as it thinks fit to act as its representatives at any meeting of the Company or any class of members of the Company, and the person authorized shall be entitled to exercise the same powers on behalf of the corporation which he represents as that corporation might exercise if it were an individual member of the Company.

DIRECTORS

36. The affairs of the Company may be managed by a Board of Directors which may be determined from time to time.

THE MANAGING DIRECTOR

37. The directors may from time to time appoint a person for who shall act as the managing director for such period and such terms as they think fit, and subject to the terms of any agreement entered in any particular case. A director so appointed shall not, whilst holding that office, be subject to retirement by rotation or be taken into account in determining the rotation of directors, but his appointment shall be automatically determined if he ceases to be a director.

38. The functions of the Managing Director shall include the following:

(a) day to day running of the Company;

(b) guiding the development of the Company;

(c) acting as the Company's leading representative in its dealings with its stakeholders.

39. A Managing Director shall receive such remuneration (whether by way of salary, commission or participation in profits etc.) as the directors may determine.

40. The directors may delegate upon a Managing Director as it may deem appropriate or necessary to ensure smooth operation of the Company.

THE CHAIRMAN

41. The directors may appoint the Chairman of the Company who will preside over all the board meetings and meetings of the members of the Company.

BOARD COMMITTEES

42. The committees to which the directors delegate any of their powers must follow procedures which are based on the provision of this Articles.

43. The directors may make rules of procedure any committee.

POWERS AND DUTIES OF DIRECTORS

44. The business of the Company shall be managed by the directors, who may exercise such powers of the Company that are not inconsistent to these regulations and the provisions of the Company's memorandum and articles of association.

45. Every director of the Company is required to hold at least ________ (________) shares in the Company.

46. The directors may from time to time by power of attorney appoint any firm or person or body of persons to be the attorney or attorneys of the Company for such purposes and such powers, authorities and discretion vested in them.

47. A director may hold any other office or place of profit under the Company (other than the office of the auditor) in conjunction with his office as Director for such period and on such terms as the directors may determine.

48. All cheques, promissory notes, drafts, bills of exchange and other negotiable instruments shall be endorsed in such manner as the directors may from time to time determine by resolution.

RETIREMENT AND ROTATION OF DIRECTORS

49. At the first annual general meeting of the Company, all the directors shall retire from office and at the annual general meeting in every subsequent year, one third of the directors for the time being or, if their number is not a multiple of three, then the number nearest to one third, shall retire from office.

50. The Directors to retire each year shall be those who have been longest in office since their last election, but as between persons who have become directors on the same day, those to retire shall be determined by lots.

51. A retiring director shall be eligible for re-election.

52. The Company at the meeting at which the director retires may fill the vacated office by electing a person thereto, and in default the retiring director shall if offering himself for reelection be deemed to have been re-elected, unless at such meeting it is expressly resolved not to fill such vacated office or unless a resolution for the re-election of such director have been put to the meeting and lost.

53. No person other than a director retiring at the meeting shall, unless recommended by the directors be eligible for election to the office of the director at any general meeting. The director making the recommendation shall send a written notice, signed by a member duly qualified to attend and vote at the meeting is registered at the registered office or head office of his intention to propose such person for election and also a written notice of the person showing his willingness to be elected.

APPOINTMENT OF DIRECTORS

54. The directors shall have the power to appoint a director, either to fill a casual vacancy or as an addition to the existing directors. Any director so appointed shall hold office only until the next annual general meeting and shall then be eligible for re-election but shall not be taken into account in determining the directors who are to retire by rotation at such meeting.

55. Without prejudice to the power of the directors, the Company may also by ordinary resolution, appoint another person in place of a director removed from office. The Company may in general meeting, appoint any person whether to fill a casual vacancy or as an additional director. A person appointed in place of a director so removed or to fill such vacancy shall be subject to retirement.


REMOVAL OF A DIRECTOR

56. notwithstanding anything in this regulations, the Company may by ordinary resolution,remove any director before the expiration of his term of office in accordance with the Act.


TERMINATION OF THE DIRECTOR'S APPOINTMENT

57. The office of a director shall be vacated if the director:

(a) fails to have the required shares in the Company;

(b) becomes bankrupt or makes any arrangement or composition with his creditors generally; or

(c) becomes of unsound mind;

(d) resigns his office by notice in writing to the Company;

(e) becomes prohibited from being a director by reason of any other provision made under the Act.


APPOINTMENT AND REMOVAL OF ALTERNATE DIRECTORS

58. Any director may appoint any other person approved by the resolution of the board of directors to be an alternate.

59. The appointment and removal of an alternate director must be effected by a notice in writing to the Company and signed by the appointor.

60. The notice must include the following:

(a) Particulars of the alternate; and

(b) A statement signed by the proposed alternate indicating his acceptance to act as an alternate.

RIGHTS 888 88252855885 82 825588855 DIRECTORS

61. 552 582252522 585282258 85588 5582 252 8522 582528, 82 52852822 22 522 58528225'8 52888822 252822 2528288.

62. 5582282 22 252 22528 525 822582822 22 52228222222, 252 582252522 252 25258882 252 228258 525 5282228888882828 22 252 522282225.

63. 552 582252522 252 82 8252225 58 5 25528882522 225 252 25522828 22 52225282822 8522525 5 852552 8 225225 525 252 8822 5 8582222 5282852822 258222 52 88 252528882 5525258225 22 52 225258882.

64. 82 582252522 58528225 88 222 22282825 22 522 2252 22 522522552822 2522 252 8222522 258222 252 522282225 5852828 (82 222882 82 8582822) 2552 5 2552 22 588 522522552822 82 28822 22 252 582252522.

TERMINATION OF THE APPOINTMENT OF THE ALTERNATE DIRECTOR

65. The appointment of the alternate director terminates when any of the following occurs:

(a) the appointor revokes the alternate's appointment by a notice in writing to the Company;

(b) on the death of the alternate's appointor;

(c) when the appointor ceases to be a director of the Company.

MEETINGS OF THE BOARD OF DIRECTORS

66. Board meetings shall be convened at regular intervals.

67. Notwithstanding anything to the contrary in this Articles, all decisions of the Board shall be by majority vote of the directors.

68. Resolutions of the Board shall be validly passes, if a quorum is present and, except as otherwise provided in this Articles, by majority vote.

69. The quorum for the meeting of the directors shall be ________ (________).

70. If after 1 (one) hour (or such other time as agreed by the directors), from the time appointed for the meeting of directors, a quorum is not present, the meeting shall stand adjourned to another day.

71. Each director shall be entitled to 1 (one) vote. The votes shall be cast by show of hands and in the event of equality of votes at a meeting of the Board, the Chairman shall be entitled to vote.

72. A resolution in writing signed by all the directors for the time being entitled to receive notice of a meeting of the directors, shall be valid and effectual as if it had been passed at a meeting of the directors duly convened and held.

73. The Company shall compensate the directors with the payment of attendance/sitting fees and Director's fees.


COMPANY SECRETARY

74. The Company secretary shall be appointed by the directors for such term and such remuneration and upon such condition as they may think fit.

75. The duties and responsibilities of the Company secretary includes but not limited to the following:

(a) assist the Chairman and the CEO/MD to determine the annual Board plan and with the administration of other strategic issues at Board level;

(b) provide the Board and directors individually, with detailed guidance as to how their responsibilities should be properly discharged in the best interest of the Company;

(c) circulate notice of board and company meetings to the directors and members of Company respectively;

(d) compilation of Board papers and ensuring that the Board's discussion and decisions are clearly and properly recorded and communicated to the relevant persons;

(e) provide central source of guidance and advice to the Board and the Company, on matters of ethics, conflicts of interest and good corporate governance.


8822888 5582

76. 552 585282258 85588 2528852 225 252 852222 22 252 8222522 8258 85885 85588 2282 82 5825 82 252 552525822 22 252 885282258 25 22 5 822282222 22 252 885282258 5525258225 82 252 885282258 82 2552 825582, 525 28252 8282552222 82 85885 252 8258 852585 82 5228525 85588 82 882225 82 5 88528225 525 85588 82 8252225 882225 82 252 828522552 25 5 828225 88528225.

ACCOUNTS

77. The directors shall cause proper books of accounts to be kept:

(a) all sums of money received and expended by the Company;

(b) all sales and purchases of the Company; and

(c) the assets and liabilities of the Company.

78. The books of accounts shall be kept at the registered office of the Company or at such other place as the directors think fit, and shall always be open to inspection of the directors.

79. The directors shall from time to time cause to be prepared and to be laid before the Company in general meeting, such profits and loss accounts, balance sheets, group accounts (if any) and reports.

NOTICES

80. Notice may be given by the Company to any member either personally or by sending it by post or to his registered address if any within Nigeria.


WINDING UP

81. If the Company shall be wound up, the liquidator shall upon the passing of an special resolution of the Company, divide amongst the members, the whole or part of the assets of the Company (whether they shall consist of property of the same or not) and may, for such purpose st a value as he deems fair upon any property to be divided as aforesaid and may determine how such divisions shall be carried out between the members or different classes of shareholders. The liquidator may vest the whole or part of the assets of the Company in the hands of trustees upon such trusts for the benefit of the contributories as the liquidator shall think fit.


INDEMNITY

82. Every director, managing director, auditor, secretary and other officer for the time being shall be indemnified out of the assets of the Company against any liability incurred by him in defending any proceedings, whether civil or criminal in which judgement is given in his favour or which he is acquainted or in which relief is granted him by the court.


Name of Subscriber
: ________

Address: ________

Number of shares taken: ________ ordinary shares

Signature:


Name of Subscriber
: ________

Address: ________

Number of shares taken: ________ ordinary shares

Signature:


Dated on ________


Witnesses to the above signatures:


Name: ________

Address: ________

Occupation: ________

Signature: