ARTICLES OF ASSOCIATION OF MASIMUJ GLOBAL INVESTMENT LIMITED
(Registered under the Companies and Allied Matters Act, 2020)
TABLE OF CONTENTS
- 1. Preliminary
- 2. Share Capital and Variation of Rights
- 3. Transfer of Shares
- 4. Transmission of Shares
- 5. Increase, Reduction and Alteration of Capital
- 6. General Meetings
- 7. Proceedings at General Meetings
- 8. Votes of Members
- 9. Directors
- 10. Powers and Duties of Directors
- 11. Proceedings of Directors
- 12. Officers of the Company
- 13. Secretary
- 14. The Seal
- 15. Accounts
- 16. Audit
- 17. Notices
- 18. Winding Up
- 19. Indemnity
- 20. Interpretation and Miscellaneous
ARTICLE 1: PRELIMINARY
1.1 The regulations contained in this document shall be the Articles of Association of the Company.
1.2 These Articles are made pursuant to the provisions of the Companies and Allied Matters Act (CAMA) 2020.
ARTICLE 2: SHARE CAPITAL AND VARIATION OF RIGHTS
2.1 The share capital of the Company is ₦200,000,000 (Two Hundred Million Naira) divided into 200,000,000 ordinary shares of ₦1 each.
2.2 The rights attached to any class of shares may, unless otherwise provided by the terms of issue of the shares, be varied with the written consent of the holders of three-fourths of the issued shares of that class.
ARTICLE 3: TRANSFER OF SHARES
3.1 Shares shall be transferable by a written instrument in common form.
3.2 The Directors may, in their absolute discretion, refuse to register the transfer of any share.
ARTICLE 4: TRANSMISSION OF SHARES
4.1 In the case of death of a member, the survivor(s) or legal representative shall be the only person(s) recognized by the Company as having any title to the shares.
ARTICLE 5: INCREASE, REDUCTION AND ALTERATION OF CAPITAL
5.1 The Company may, by resolution, increase its share capital, consolidate and divide shares, or reduce its share capital in accordance with the Act.
ARTICLE 6: GENERAL MEETINGS
6.1 The Company shall hold a general meeting each year as its Annual General Meeting.
6.2 The Board may convene an extraordinary general meeting whenever it deems fit.
ARTICLE 7: PROCEEDINGS AT GENERAL MEETINGS
7.1 Quorum for a general meeting shall be at least two members present in person or by proxy.
7.2 The Chairman, or in his absence another Director, shall preside at every general meeting.
ARTICLE 8: VOTES OF MEMBERS
8.1 On a show of hands, each member shall have one vote. On a poll, each member shall have one vote per share held.
8.2 Votes may be given personally or by proxy.
ARTICLE 9: DIRECTORS
9.1 The number of Directors shall not be less than two (2) and not more than five (5) unless otherwise determined by a resolution of the Company.
9.2 The Directors may appoint additional Directors as may be required, subject to approval at the next general meeting.
ARTICLE 10: POWERS AND DUTIES OF DIRECTORS
10.1 The business of the Company shall be managed by the Directors.
10.2 The Directors may exercise all powers of the Company as are not by the Act or by these Articles required to be exercised by the Company in general meeting.
ARTICLE 11: PROCEEDINGS OF DIRECTORS
11.1 The Directors may meet together for the despatch of business, adjourn, and otherwise regulate their meetings as they think fit.
11.2 Questions arising at any meeting shall be decided by a majority of votes.
ARTICLE 12: OFFICERS OF THE COMPANY
Director 1: TIJJANI ABUBAKAR YAKUBU
Address: No.3 Pantami Hurumin Da'u Quarters, Gombe, Gombe State
Email: tijjaniabubakar33@gmail.com
Mobile: 08033514017
Director 2: AMINU ABDULLAHI
Address: Pantami Hurumin Da'u Quarters, Gombe, Gombe State
Email: aminuabdullahi005588@gmail.com
Mobile: 08066845611
Director 3: NURA YAHAYA
Address: Dawaki Quarters, Gombe, Gombe State
Email: nurayahaya33@gmail.com
Mobile: 08033878952
Secretary: ABUBAKAR MUHAMMAD LADAN
Address: Pantami Near Buba Mai Anguwa's Residence
Email: abkmhd33@gmail.com
Mobile: 08033409573
Treasurer: BASHIR AHMED SASA
Address: Dawaki Quaters, Gombe, Gombe State.
Email: ahmedbashirsasa@gmail.com
Mobile: 08033878952
ARTICLE 13: SECRETARY
13.1 The Company shall appoint a Secretary in accordance with the provisions of the Companies and Allied Matters Act (CAMA) 2020.
13.2 The duties of the Secretary shall include:
- Attending all meetings of the Company and maintaining the minutes;
- Ensuring proper filing of statutory documents with the Corporate Affairs Commission (CAC);
- Keeping the register of members and other statutory books;
- Carrying out such administrative and corporate governance functions as may be directed by the Board.
13.3 The Secretary may be removed by the Board of Directors at any time with or without cause.
ARTICLE 14: THE SEAL
14.1 The Company shall have a common seal which shall be kept in the custody of the Secretary.
14.2 The seal shall not be affixed to any instrument except by the authority of the Board or a committee authorized by the Board, and every instrument to which the seal is affixed shall be signed by at least one Director and the Secretary.
ARTICLE 15: ACCOUNTS
15.1 The Directors shall cause proper books of accounts to be kept in accordance with the provisions of the Act.
15.2 The books of account shall be kept at the registered office or such other place as the Directors deem fit and shall always be open to inspection by the Directors.
15.3 At the Annual General Meeting, the Directors shall lay before the members a profit and loss account, balance sheet, and reports of the Directors and Auditors.
ARTICLE 16: AUDIT
16.1 Auditors shall be appointed and their duties regulated in accordance with the provisions of the Act.
16.2 The remuneration of the Auditors shall be fixed by the Company in general meeting or in such manner as the Company may determine.
ARTICLE 17: NOTICES
17.1 A notice may be given by the Company to any member either personally, by post, or electronically via email.
17.2 Where a notice is sent by post, service of the notice shall be deemed effected 48 hours after posting.
17.3 Where a notice is sent electronically, it shall be deemed delivered upon successful transmission.
ARTICLE 18: WINDING UP
18.1 If the Company is wound up, the assets of the Company shall be applied first in paying all debts and liabilities.
18.2 Any surplus assets shall be distributed among the members in proportion to the shares held by them respectively, subject to the terms of issue of any shares.
ARTICLE 19: INDEMNITY
19.1 Every Director, Secretary, and other officer of the Company shall be indemnified out of the assets of the Company against any liability incurred by him in defending any proceedings, whether civil or criminal, in which judgment is given in his favor or in which he is acquitted.
ARTICLE 20: INTERPRETATION AND MISCELLANEOUS
20.1 In these Articles, unless the context otherwise requires, the singular shall include the plural and vice versa. Words importing the masculine gender shall include the feminine and neuter genders.