Section 254 CAMA 2020
Section 254 Companies and Allied Matters Act is about Proxies. It is under Chapter 10 (Meetings and Proceedings of Companies) of the Act.
(1) Any member of a company entitled to attend and vote at a meeting of the company is entitled to appoint another person (whether a member or not) as his proxy to attend and vote instead of him, and a proxy appointed to attend and vote instead of a member has the same right as the member to speak at the meeting, and unless the articles provide, this section shall not apply in the case of a company not having a share capital.
(2) In every notice calling a meeting of a company having a share capital, there shall appear a statement that a member entitled to attend and vote is entitled to appoint a proxy or, where that is allowed, two or more proxies, to attend and vote instead of him, and that a proxy need not be a member and if
default is made in complying with this subsection as respects any meeting, each officer of the company is liable to a penalty in such amount as the Commission shall specify in its regulations.
(3) Any provision contained in a company’s articles is void in so far as it would have the effect of requiring the instrument appointing a proxy or any other document necessary to show the validity of the appointment of a proxy, to be received by the company or any other person more than 48 hours before
a meeting or adjourned meeting in order that the appointment may be effective at the meeting.
(4) If, for the purpose of any meeting of a company, invitations to appoint as proxy a person or one of a number of persons specified in the invitations are issued at the company’s expense only to some of the members entitled to receive notice of the meeting and to vote by proxy at the meeting, each officer of the company who authorises or permits their issue is liable to a penalty in such amount as the Commission shall specify in its regulations:
Provided that an officer is not liable under this subsection by reason only of the issue to a member at his request in writing of a form of appointment naming the proxy or a list of persons willing to act as proxy if the form or list is available on request in writing to every member entitled to vote at the meeting by proxy.
(5) A vote given in accordance with the terms of an instrument of proxy is valid notwithstanding the previous death, insanity of the principal, revocation of the proxy or of the authority under which the proxy was executed, the transfer of the share in respect of which the proxy is given, where no intimation
in writing of such death, insanity, revocation or transfer is received by the company before the commencement of the meeting or adjourned meeting at which the proxy is used.
(6) The instrument appointing a proxy shall be in writing, under the hand of the appointer or his attorney duly authorised in writing and, if the appointer is a corporation, either by deed, or under the hand of an officer or attorney duly authorised.
(7) The instrument appointing a proxy and the power of attorney or other authority, under which it is signed or a certified copy of that power or authority is deposited at the registered office or head office of the company or at such other place within Nigeria as is specified for that purpose in the notice convening the meeting, at least 48 hours before the time for holding the meeting or adjourned meeting, at which the person named in the instrument proposes to vote, or, in the case of a poll, at least 24 hours before the time appointed for the taking of the poll, and if defaulted, the instrument of proxy shall not be treated as valid.
(8) This section applies to meetings of any class of members of a company as it applies to general meetings of the company.
