(a) Disqualification
The following persons shall not be competent to be appointed or to act as directors of a company, namely,
(a) an infant,
(b) a person found by a court of competent jurisdiction to be a person of unsound mind,
(c) a body corporate,
(d) a person in respect of whom an order has been made under section 186 while the order remains in force unless leave to act as director has been given by the Court in accordance with that section, and
(e) an undischarged bankrupt, unless that bankrupt has been granted leave to act as director by the Court by which that person was adjudged bankrupt.

Removal
(1) A company may by ordinary resolution at a general meeting remove from office all or any of the directors despite anything in its Constitutions or in an agreement with the director.
(2) 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.
(3) If after notice of the intention to move the resolution is given to the company, a meeting is called for a date thirty-five days or less after the notice has been given, the notice shall be deemed to have been properly given for the purposes.
(4) The Company shall give its members notice of the resolution at the same time and in the same manner as it gives notice of the meeting or, if that is not practicable, shall give them notice of the resolution in the same manner as notices of meetings are required to be given not less than twenty-one days before the meeting.
(5) On receipt of notice of an intended resolution to remove a director under this section, the company shall forthwith send a copy of the notice to the director concerned and that director, whether or not the director is a member of the company, is entitled,
(a) to be heard on the resolution at the meeting, and
(b) to send to the company a written statement, copies of which the company shall send with every notice of the general meeting or, if the statement is received too late, shall forthwith circulate to every person entitled under section 154 to notice of the meeting in the same manner as notices of meetings are required to be given.
(6) The company need not send or circulate the statement under paragraph (b) of subsection (5)
(a) if it is received by the company less than seven days before the meeting, or
(b) if the Court, on application by the company or any other person who claims to be aggrieved, so orders on being satisfied:
(i) that the statement is unreasonable long, or
(ii) that the rights conferred by this section are being abused to secure needless publicity for defamatory matter; and the Court may order the costs of the applicant to be paid in whole or in part by the director although the director is not a party to the application.

(b) Acts of the company

The rule is that an act of the members in general meeting, the board of directors, or a managing director while carrying on in the usual way the business of the company shall be treated as the act of the company itself.

Only acts by these organs of the company bind the company. In the case of agents and officers of the company, only those acts expressly, impliedly or apparently authorised by the organs of the company will bind the company. Accordingly, the company shall be criminally and civilly liable for acts to the same extent as if it were a natural person.

Section 150 of Act 992 provides that a person having dealings with a company or with someone deriving title under the company is entitled to assume that the company’s Constitutions have been duly complied with.

In Commodore v Fresh Produce (Asanteland) Ltd [1977] 1 GLR 241 (CA), Mr. Kwame Osei who was not formally appointed a director but was held out by the company as such, dealt with Fresh Produce (Asanteland) Ltd on behalf of the company. In an action by the Plaintiff, the defendant company denied liability by denying that Kwame Osei was a director and what he had done did not bind the company. The court held that the defendant, as an outsider, had no knowledge of any irregularity within the meaning and intent of sections 139 and 140. The provision of Section 139 requires that the company shall not incur civil liability to a person if that person had actual knowledge that at the time of the transaction in question, the organ of the company did not have the power to act in the matter or had acted in an irregular manner.

The effect of these provisions are that if the outsider to the transaction knows or ought to know that the person held out as director by the company was acting irregularly, the company will not be civilly liable.

(c) Types of meetings for limited liability companies

The meetings for limited liability companies are Annual General Meetings (AGM) and Extraordinary General Meetings (EGM).

The Need: By the Companies Act, Annual General Meetings are to be held each year by every company and the meeting is to be held not more than 15 months between the dates of an earlier annual general meeting. In the case of Extraordinary General Meetings, it may be convened by the directors whenever they think fit.

The Convener: An extraordinary general meeting of a private company may be requisitioned in accordance with Section 299 and an extraordinary general meeting of a public company may be requisitioned in accordance with section 324. Under Section 299, the only persons to convene an extraordinary general meeting are the directors and where the directors in Asanteland are not sufficient to form a quorum, a director may convene a meeting.

But Annual General Meetings may be convened by:

Directors in a normal case or when requisitioned to do so.

Members can convene a general meeting when the directors fail to hold the meeting after they have been requisitioned to do so, subject to provisions in Section 299 and 324 of Act 992.

The Registrar, per Section 157, when the AGM has not been held in the normal course may call or direct the calling of an AGM and give ancillary or consequential directions as he deems fit.

The Court, under Section 162, may order that a general meeting be called, held or conducted and may give such ancillary or consequential directions as it thinks expedient. This may occur when any director, member or the Registrar applies to the court where it is impracticable to call or conduct a meeting of the company in a manner prescribed by the Constitutions or the Act.

The Agenda: The agenda for Extraordinary General Meeting is determined based on the need that has arisen but the following constitute the ordinary business of the Annual General Meeting:

Declaration of dividends.

Considering the company’s accounts and the directors’ and auditor’s reports thereon.

Electing directors to replace those retiring.

Fixing the remuneration of the auditor(s).

Removing and electing the auditor and directors in accordance with the provisions of the Act.