i) – The Regulations of a company may provide for the appointment of a director or directors by a class of shareholders, debenture holders, creditors, employees, or any other person.

• The regulations registered is a contract under seal and binds all members, officers, and the company until amended.
• So far as Puduo Company regulations give Alhassan Morro the right to appoint five directors including Alidu, then Alidu’s directorship cannot be revoked by the government.
• Government has no sole authority under the regulations to dissolve the BOD or appoint or remove any BOD member except those that nominations made by the government.
• Government’s right over appointment or removal of directors can only be exercised with other shareholders regarding the two slots allocated to them by the regulations.
• A person shall not be appointed a director of a company unless that person has, prior to the appointment, consented in writing to be appointed.
• By giving a written acceptance on his appointment, Alidu’s appointment complied with both Companies Act and Puduo’s regulations.
• • The Companies Act provides for the removal of directors which excludes announcement by the government.
  • In accordance with the Companies Act, a company may by ordinary resolution at a general meeting remove from office all or any of the directors despite anything in its Regulations or in an agreement with the director. A resolution to remove a director shall not be moved at a general meeting unless notice of the intention to move it has been given to the company not less than thirty-five days before the meeting at which it is to be moved.
  • The Companies Act provides that if legal proceedings are instituted by a person, that person shall sue in a representative capacity on behalf of that person and any other members of a class.

  Alidu should believe Alhassan Morro as the government announcement is null and void and should be ignored. (4 points for 1.5 marks each = 6 marks)

  ii) – Alidu can resign, be removed, or vacate his position if he becomes incompetent in any way under the Act (e.g., insane, etc.) or under the regulations (e.g., director’s share qualification, if required). Since his competence is not being challenged, Alidu and Alhassan Morro can enforce their rights if the government persists.

  • Alidu should believe Alhassan Morro as the government announcement is null and void and cannot be effective since procedurally his appointment has not been terminated as a director. The directive should therefore be ignored.
  • The Companies Act provides that if legal proceedings are instituted by a person, that person shall sue in a representative capacity and on behalf of any other members of that class. A court action for prohibition can also be sought by Alhassan Morro to stop the government from further attempts to unilaterally remove Alidu as a Director.
  • Alidu remains a director and can seek redress in court to nullify the government’s announcement. (2 points @ 2 marks each = 4 marks)