Drafting an MOI
A guide to the provisions relating to Directors
(part 2)

In part 2 of the article titled “Drafting an MOI: A guide to the provisions relating to Directors,” Derick and Kevin delve into essential provisions concerning directors’ meetings and governance in a company’s Memorandum of Incorporation (MOI).

Kevin highlights the importance of calling board meetings, emphasizing the default provisions outlined in the Companies Act, 2008, which can be modified to suit a company’s size and operational needs. Kevin also discusses the significance of notice requirements for board meetings and how they should align with the company’s decision-making speed and coordination needs.

The article explores voting procedures, including quorum and weighted voting, and the authority of the board, emphasizing the ability to delineate specific powers requiring shareholder approval in the MOI.

The MOI is presented as a crucial tool for tailoring governance practices to a company’s unique context while maintaining a balance between autonomy and shareholder involvement in key matters.