• If the BOD failed/refused to convene one as required under the Act 992 or the constitutions of the Company-Sec 157.
• If, for any reason, it is impracticable to call a meeting in a manner prescribed to be done.
• To conduct a meeting as stipulated by the constitutions of the company.
• A director, member or the Registrar may make an application.

(c).

• Directors may convene an Extra-Ordinary General Meeting (EGM) whenever they think fit-sec 158 of Act 992.
• Any director can convene one when at any time there are not sufficient directors in Ghana to form a quorum.
• Shareholders in a private company have no absolute right to convene EGM.
• Sec 299 of Act 992 governs requisition of EGM by members of a private company.
• The directors shall convene EGM on the requisition by:
  • Any two or members of the company, or
  • A single member with at least 10% of the company’s shares.
  • 10% of the total voting rights of all members for a company limited by guarantee
• The requisition duly signed by, must be sent to/deposited at the corporate registered office.
• The requisition shall state the nature of business to be transacted at the meeting
• The directors shall within seven days of the receipt of the requisition, cause notices to be given to transact the said business in the requisition, cause convene EGM not later than twenty-one days thereafter.
• The requisitionists or any one of them shall convene the meeting within four months from the said date, if the directors fail to convene the EGM.
• The requisitionists are entitled to reimbursement from the company of reasonable expenses incurred for organising the meeting.
• The company shall deduct the expenses from the fees/remuneration of the defaulting directors.

(d).

• Chairman of meetings-sec paragraph 12 of Eighth Schedule of Act 992
• There is no educational qualification for BOD members or the chairman.
• The Managing Director’s economic professorship gives him no right to usurp the chairmanship position.
• It is the BOD that appoints the MD from among themselves and confer on him powers and restrictions to act on their behalf/ and for company as the BOD thinks fit- Sec193 of Act 179.
• The roles/powers of the MD are different from that of the chairman, unless the company’s constitutions states otherwise.
• Unless provided by the company’s constitutions, the BOD chairman, despite disagreement with the MD, must chair the AGM and all general meetings.
• In the absence of a chairman, or the refusal of the chairman to preside, or he is late for more than fifteen minutes for the meeting, the directors present shall elect one of them to be the chairman of that meeting if no director is present or not is ready to preside, members present shall choose one of their own to chair the meeting.