A Board Resolution Removing Officer is a crucial corporate governance document used when a company's board of directors decides to remove an officer from their position. Under Nigerian law, particularly CAMA 2020, such resolutions must meet specific legal requirements and format guidelines. The document is typically required when there are changes in company leadership, restructuring, or when an officer needs to be removed due to performance, misconduct, or strategic reorganization. It must include specific details about the board meeting, the decision-making process, and authorizations for regulatory filings with the Corporate Affairs Commission. The resolution serves multiple purposes: it formally documents the board's decision, provides legal protection for the company, enables regulatory compliance, and facilitates the smooth transition of responsibilities. This document type is particularly important in the Nigerian corporate environment where proper documentation of officer removal is essential for maintaining good corporate governance and regulatory compliance.
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1. Title and Company Details: Full legal name of the company, registration number, and date of the resolution
2. Meeting Details: Date, time, location of the board meeting, and confirmation of proper notice given
3. Attendance and Quorum: List of directors present, confirmation of quorum as per Articles of Association
4. Chairperson: Identity of the meeting's chairperson and confirmation of their authority
5. Background: Brief context about the officer's position and reason for removal (keeping it professional and factual)
6. Resolution: Formal statement of the board's decision to remove the officer, citing relevant authority under CAMA and Articles
7. Effective Date: Specification of when the removal takes effect
8. Authorization: Authority given to specific individuals to file necessary documents with CAC and take required actions
9. Certification: Statement certifying the resolution as true and approved by the board, with signature requirements
1. Transitional Arrangements: Used when specific handover procedures or interim arrangements need to be documented
2. Compensation and Benefits: Include when there are specific terms regarding final compensation or benefits to be documented
3. Non-Disclosure and Confidentiality: Added when specific confidentiality obligations need to be reinforced
4. Return of Company Property: Used when there are specific company assets or documents to be returned
5. Legal Reservations: Include when the company needs to reserve its legal rights regarding the officer's conduct
1. Officer Details: Schedule containing full details of the officer being removed, including position and appointment date
2. Handover Requirements: List of specific documents, responsibilities, and assets to be handed over
3. Filing Requirements: Checklist of documents to be filed with CAC and other regulatory bodies
4. Board Meeting Minutes Extract: Relevant extract from the board meeting minutes relating to the removal decision
Authors
Relevant legal definitions
Clauses
Relevant Industries
Financial Services
Manufacturing
Technology
Healthcare
Energy
Telecommunications
Real Estate
Consumer Goods
Professional Services
Agriculture
Mining
Construction
Education
Transportation
Retail
Relevant Teams
Legal
Corporate Secretariat
Board Administration
Compliance
Human Resources
Corporate Governance
Risk Management
Internal Audit
Corporate Affairs
Executive Office
Relevant Roles
Chief Executive Officer
Managing Director
Executive Director
Chief Financial Officer
Chief Operating Officer
Company Secretary
Board Chairman
Non-Executive Director
Chief Legal Officer
Corporate Governance Officer
Compliance Officer
Human Resources Director
Risk Management Officer
Internal Auditor
Corporate Affairs Manager
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