Section 260 CAMA 2020

Section 260 Companies and Allied Matters Act is about Circulation of members’ resolutions. It is under Chapter 10 (Meetings and Proceedings of Companies) of the Act.

(1) Subject to provisions of this section, it is the duty of a company, on the requisition in writing of such number of members as specified in this section and (unless the company otherwise resolves) at the expense of the company to—

(a) give to members of the company entitled to receive notice of the next annual general meeting notice of any resolution submitted by a member which may properly be moved and is intended to be moved at
that meeting ; and

(b) circulate to members entitled to receive notice of general meeting any statement of not more than 1,000 words with respect to the matter referred to in any proposed resolution or the business to be dealt with at that meeting, and where the statement has more than 1,000 words to circulate a summary of it.

(2) The number of members necessary for a requisition under subsection
(1) shall be—
(a) any one or more members representing at least one-twentieth of the total voting right of all the members having at the date of the requisition a right to vote at the meeting to which the requisition relates ; or
(b) at least 100 members holding shares in the company on which there has been paid up an average sum, per member, of at least N500.

(3) Notice of any such resolution shall be given, and any such statement shall be circulated, to members of the company entitled to receive notice of the meeting, by serving a copy of the resolution or statement on each such member in any manner permitted for service of notice of the meeting, and
notice of such resolution is given to any other member of the company by giving notice of the general effect of the resolution in any manner permitted for giving notice of meetings of the company :

Provided that the copy is served, or notice of the effect of the resolution is given, as the case may be, in the same manner and at the same time as notice of the meeting and, where it is not practicable for it to be served or given at that time, it shall be served or given as soon as practicable.

(4) A company is not bound under this section to give notice of any resolution or to circulate any statement unless—

(a) a copy of the requisition signed by the requisitionists (two or more copies which between them contain the signatures of all the requisitionists) is deposited at the registered office of the company—
(i) in the case of a requisition requiring notice of a resolution, at least six weeks before the meeting, and
(ii) in the case of any other requisition, at least one week before the
meeting ; and

(b) there is deposited or tendered with the requisition, a sum reasonably sufficient to meet the company’s expenses in giving effect to it, but if, after a copy of a requisition requiring notice of a resolution has been deposited at the registered office of the company, an annual general meeting is called for a date six weeks or less, the copy, though not deposited within the time required by this subsection, is deemed to have been properly deposited for that purposes.

(5) The company is also not bound under this section to circulate any statement if, on the application of the company or any other person who claims to be aggrieved, the court is satisfied that the rights conferred by this section are being abused to secure needless publicity for defamatory matter, and the
Court may order the company’s costs on an application under this section to be paid in whole or in part by the requisitionist, notwithstanding that the requisitionist is not party to the application.

(6) Notwithstanding anything in the company’s articles, the business which may be dealt with at an annual general meeting includes any resolution of which notice is given in accordance with this section and for purposes of this subsection, notice is deemed to have been given, notwithstanding the accidental
omission in giving it to one or more members.

(7) Where there is default in complying with the provisions of this section, each officer of the company is liable to a penalty in such amount as the Commission shall specify in its regulations.