Calling and proceedings of the board of directors meetings
Subject to provisions of the uniform Act of the revised OHADA Law of 2014, the articles of association set the rules governing the call and proceedings of the board of directors’ meetings.
The board of directors, at the invitation of its chairman, meets as often as necessary.
However, directors who constitute at least a third of the members of the board of directors may, by setting an agenda, call the meeting of the board of directors, if it has not met in/for more than two (2) months.
The proceedings of the board of directors meetings shall be void when all its members have not been duly invited.
The board of directors’ deliberations shall be valid only if at least half of its members are present.
Decisions of the board of directors are taken by a majority of the members present or represented unless the articles of association provide for a stronger majority. In the event of a tie, the chairman shall have the casting vote unless otherwise provided for in the articles of association.
Any decision taken in violation of this article or, where applicable, of the conditions outlined in the articles of association, shall be null.
If the articles of association so provide, directors who participate in the board meeting by videoconference or other means of telecommunications, allowing their identification and guaranteeing their effective participation, may vote orally.
To ensure identification and effective participation in the meeting of the board of directors participating by telecommunications means, such technology shall transmit at least the voice of the participants and meet technical requirements allowing continuous and simultaneous retransmissions of the proceedings.
In the event directors participate by videoconference or by any other means of telecommunications, the board can validly deliberate only if at least one-third of the directors are physically present.
The articles of association may restrict the nature of decisions that may be taken at a meeting held in such conditions.
Any decision taken in violation of this article or, where applicable, of provisions of the articles of association shall be null.
Directors as well as any individual invited to attend board meetings shall not disclose confidential information and data presented as such by the chairperson.
Unless otherwise provided by the articles of association, a director may give, by letter, fax, or electronic mail, a proxy to another director to represent him at a board meeting.
Each director may have, during the same meeting, only one proxy.
The provisions of this article apply to permanent representatives of legal entities.
The meetings of the board are chaired by the chairman of the board of directors.
The chairman of the board of directors shall organize and preside over the proceedings of the board, which he shall report to the general meeting. He shall ensure the proper operation of the company’s legal representatives and in particular, ensure that directors can fulfill their mission.
In the event the chairman of the board of directors is unavailable, the sessions shall be chaired by the director who holds the greatest number of shares or, in case of equality, by the oldest member, unless otherwise provided for in the articles of association.