COMPANIES ACT - 1963 (ACT 179)

    Section - 200 - Proceedings of Directors

    Subject to any contrary provisions in the Regulations,

    (a) the directors may meet together in Ghana or elsewhere for the dispatch of business, adjourn and otherwise regulate their meetings as they think fit, and may delegate any of their powers to committees consisting of such member or members of their body as they think fit; but any committee so formed shall in the exercise of the powers so delegated conform to any regulations that may be imposed on them by the directors;

    (b) any director may, and the secretary on the requisition of a director shall, at any time summon a meeting of directors, and any director being a member of a committee may, and the secretary on the requisition of any such director shall, at any time summon a meeting of the committee;

    (c) it shall not be necessary to give notice of a meeting of directors or of a committee of directors to any director for the time being absent from Ghana;

    (d) the quorum necessary for the transaction of business of the directors and of every committee of directors may be fixed by the directors and unless so fixed shall be two, or, in the case of a one-man committee one;

    (e) except as provided in paragraph (f) of this section no business shall be transacted in the absence of a quorum notwithstanding that a quorum was present at the commencement of the meeting;

    (f) the continuing directors may act notwithstanding any vacancy in their body but, if and so long as their number is reduced below the number fixed as the necessary quorum, the continuing directors or director may act for four weeks after the number is so reduced, but thereafter may act only for the purpose of increasing their number to that number or of summoning a general meeting of the company and for no other purpose;

    (g) the directors and any committee of directors may elect a chairman of their meetings and determine the period for which he is to hold office, but if no such chairman is elected, or if at any meeting the chairman is not present within five minutes after the time appointed for holding the same, those present may choose one of their number to be chairman of the meeting;

    (h) questions arising at any meeting of the directors or any committee of directors shall be decided by a majority of votes and in the case of an equality of votes the chairman shall have a second or casting vote;

    (i) attendance and voting by proxy shall not be permitted at meetings of directors or committees of directors;

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