Section 285 CAMA 2020

Section 285 Companies and Allied Matters Act is about Rotation of directors. It is under Chapter 11 (Directors) of the Act.

(1) Unless the articles provide, 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 or if their number is not three or a multiple of three, then the number nearest one-third shall retire from office.

(2) The directors to retire in every year are those who have been longest in office since their last election, but as between persons who became directorson the same day those to retire are (unless they agree among themselves)determined by lot.

(3) The company at the meeting at which a director retires in the manner mentioned in subsections (1) and (2), may fill the vacated office by electing a person to that office and in default, the retiring director is, if offering himself for re-election, 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 there-election of such director have been put to the meeting and lost.

(4) No person other than a director retiring at the meeting is, unless recommended by the directors, eligible for election to the office of director at any general meeting unless not less than three nor more than 21 days before the date appointed for the meeting there shall have been left at the registered office or head office of the company notice in writing, signed by a member duly qualified to attend and vote at the meeting for which such notice is given,of his intention to propose such person for election, and also notice in writing signed by that person of his willingness to be elected.