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KADUNA POLYTECHNIC
KADUNA, NIGERIA

EXAM QUESTIONS PAPER

Course Title: COMPANY LAW.
Course Code BAM 424
PROGRAMME: HND PUBLIC ADMINISTRATION
EXAMINER/FACILITATOR: BARR.IBRAHIM AHMAD
EXAM QUESTIONS:

The persons who sign the Memorandum of Association of a company are called: 1. Shareholders 2. Directors
3. Subscribers to Memorandum of Association 4. Promoters

1. The persons who sign the Memorandum of Association of a company are called:
(a) Subscribers to Memorandum of Association (b) Shareholders (c) Directors (d) Promoters
2. Every company has to file with registrar, a copy of (a) Memorandum of Association (b) Articles of
organization (c) Prospectus (d) None of the above
3. Which of the following is the feature of a registered company?
a) All of the above b) Perpetual succession c) Limited liability d) Transferability of shares
4. Members of the legislative arm of government are ……………

(a) Elected (b) Sub delegated (c) Appointed (d) None of the above

5. ………………………......are considered to be the sources of Islamic law

(a) All of the above (b) Qiyas and Ijma (c) Ijtihad,urf Wal adapt (d) Qur'an and Hadith

6. The main function of courts in Nigeria can be referred to as

(a) Interpretation of the law (b) Civilize Person (c) Educated person (d) none of the above

7. one of the following is regarded as part of the principles of the Rule of law

(a) Equality before the law (b) High court complex (c) Cort martial (d) Non of the above A-

8. Doctrine of Equity is one of the principles of English law. True or false

(a) True (b) false

9. One of the features of customary law is

 (a) Acceptability (b) uniformity (c) universality (d) None of the above

10. Law passed by the House of assembly at the state level is called

(a) Laws (b) Bylaws (c) Decree (d) None of the above

11. Judgment of the superior court binding on the inferior court is called

(a) Judicial precedence (b) Index of laws (c) Lawlessness (d) Abuse of law

12. The judgment of the court is binding on (a) Parties to the suit (b) Judicial service commission
(c) Commission of enquiry (d) None of the above
13. Case law and doctrine of stare decisis means the same thing (a) True (b) false
14. The speaker of the state house of assembly is a strong……………………....

(a) Legislator (b) Business controller (c) Mediator (d) none of the above

15. A law passed by the local government council is

(a) Valid (b) Invalid Valid (c) Void (d) Voidable

16. Islamic law is binding on all class of persons so long as they recide within Islamic states

(a) false (b) True

17. Statute of general application is part of the (a) Received English law (b) law of war
(c) Law of distribution of estate of the deceased (d) None of the above

18. Schools of jurisprudence who contributed immensely in the development of law include the
following except
(a) The Customary School of Law (b) The positivist school of law
(c) The realist School of law (d) The Natural Law School

19. Part of the Nigerian laws imported in to Nigeria from England is called

(a) Common Law (b) Foreign law (c) Borrowed Law (d) New law

20. ………………………………........is the law which governs civil wrongs

(a) Civil law (b) Criminal law (c) Constitutional law (d) Islamic law

21. Set of rules and regulations regulating human conduct with sanction attached to it's breach is
known as………..….. (a) Law (b) Moral standard (c) Equity (d) Justice
22. Common law emanates from (a) England (b) Attorney General's Chambers
(c) Chambers of the Honorable chief judge (d) Nigeria
23. The general principles of ................... remain the same throughout the world

(a) Islamic Law (b) Customary Law (c) Constitutional law (d) Administrative law
24. Clerk of the state House of assembly is ………………………………………...

(a) Administrative officer (b) Legislator (c) Legislator/administrator combined

25. Any Minister is a member of the (a) Federal executive council

(b) Progressive minded association (c) Federal Mortgage Bank (d) None of the above

26. Ministers are appointed by

(a) Commander in chief of the armed forces (b) Senate president (c) Super Minister (d) Speaker

27. …………………….........is a Devine Law which is of universal application throughout the globe

(a) Islamic Law (b) Constitutional Law (c) Criminal Law (d) Natural Law

28. The Supreme Law of the land in Nigeria is

(a) Constitution (b) Criminal Law (c) International law (d) Municipal law

29. …………………………......... are the materials containing law

(a) Sources of law (b) institutional law (c) Municipal law (d) None of the above

30. The statement "They can do and undo, they can make and unmake, they can pass any law, repeal
and or abrogate any law they so wish" is an attribute of one of the following

(a) Legislatures (b) Directors (c) Executives (d) Judiciary

31. Is the constitutional duty of……………………………........to interpret the law

(a) Judiciary/Court (b) Legislatures (c) Executives (d) None of the above

32. The body responsible for passing the law during Military administration is called

(a) Supreme Military Council (b) Army, Airforce and Navy Council

(c) Parliamentary Military Council (d) Military Council

33. ..............................................is the law passed by the State house of assembly

(a) Laws (b) Ordinance (c) Decree (d) Bylaws

34. The law passed by the Military administration at the federal level after independence is called

(a) Decree (b) Court Macial Law (c) Edict (d) None of the above

35. The National Assembly in Nigeria consist the following

(a) Senate and House of Representatives (b) Senate and it's leaders

(c) House of representatives and it's administrative arm (d) none of the above
36. Senate is being headed by

(a) Senate President (b) Senate Chief Security (c) Speaker (d) Chief Judge

37. The state judiciary in Nigeria is being headed by one of the following

(a) Chief judge (b) Chief Register (c) Commissioner of police (d) Secretary

38. Judicial precedence is one of the (a) Sources of Nigeria law (b) Legal drafting
(c) Exam malpractice committee rule (d) none of the above
39. Vetor power can be exercised only by the ……………..........where assent was declined by the
Executive

(a) Legislatures (b) Senate (c) Municipal Officers (d) Husbah Commission

40. One of the following is not part of the principles of the rule of law (a) law of nature
(b) Equality before the law (c) Absence of arbitrary powers (d) Rights of the citizens
41. Case law can be developed and promulgated by lawyers and clients in chambers.

(a) False (b) True

42. One of the following is not a recognized court in the Nigerian legal system

(a) Municipal court (b) Juvenile Court (c) Military court (d) Tribunal

43. The Apex court in Nigeria is

(a) The Supreme Court (b) Sharia Court (c) Municipal court (d) Customary Court

44. The Nigerian supreme court is headed by

(a) Chief Justice of Nigeria (b) Jurist (c) Law Maker (d) The legislator

45. Crime can always be prosecuted by the state through (a) Police and or state counsel
(b) Commissioner of finance (c) Head of service (d) Secretary to the Government
46. State High Court exists in all the 36 states of the federation. True or false

(a) True (b) false

47. Magistrate Court and District court are one and the same, the only difference is in dealing with
civil and criminal cases. True or false (a) True (b) False
48. Grand KADI is the head of

(a) Sharia Court of Appeal (b) Customary Court (c) District Court (d) None of
the above

49. The attorney general of the federation is the (a) Minister for justice
(b) Legal adviser to Mr. President (c) Chief judge (d) Chief justice of Nigeria
50. Right to fair hearing is provided by the
 (a) Constitution (b) Law textbooks (c) Customary law (d) None of the above

51. Jurisdiction refers to the power of court to adjudicated with it's limitation. True or false

(a) True (b) false

52. Devine Law binding on all it's followers is called…………………………...

(a) Islamic Law (b) Customary law (c) English law (d) None of the above

53. Bylaws are the laws passed by the

(a) Local Government council (b) National Assembly (c) Senate (d) House of Representatives

54. One of the following is an essential components of the definition of law

(a) Sanction (b) Morality (c) Religion (d) None of the above
55. During Military regime the constitution of the federal republic of Nigeria is being

(a) Suspended (b) Enforced (c) Validated (d) Breached

56. Right of anybody to choose a legal practitioner of his own choice is part of the

(a) Right to fair hearing (b) Vehicle inspection officers (c) Abstract object (d) None of the above

57. Registration of a company is:

a) Compulsory b) Optional c) Compulsory for Pvt companies only d) Compulsory for public
companies only

58. Equity means (a) Just and fairness (b) Equal share in the states allocation
(c) Legal Argument of lawyers (d) Procedure of arrest
59. The Senate and house of Representatives in Nigeria are (a) Legislatures hence, law makers
(b) Political Godfathers who fix ministers to represent their wishes (c) Group of experience
lawyers (d) None of the above
60. The following includes classification of law except
(a) Standard and Substandard Law (b) Public and Private Law
(c) Municipal and International Law (d) Criminal and Civil Law
61. All the following are sources of law except

(a) Law enforcement agencies (b) Legislation (c) English law (d) Islamic Law

62. Maximum number of members in case of public company is:

a) No Limit b) 7 (Seven) c) 50 (Fifty) d) 2 (Two)

63. MOA of a company defines it:

a) Scope of operation b) Borrowing powers c) Capital d) Nature of business

64. Property of the company belongs to:

a) Company b) Shareholders c) Promoters d) Members

65. The company's nationality is decided by its:

a) Its registered office b) Shareholders c) Place where books of accounts are kept d) None of the
above

66. The first directors of a public company are appointed by the:

a) Shareholders in General Meeting b) Registrar of Companies c) Central Government d) Auditor

67. A person cannot hold office of a director simultaneously in more than:

a) 15 Companies b) 18 Companies c) 20 Companies d) 50 companies

68. For increasing the number of directors of more than 15:

a) Pass a special resolution b) Approval of central government c) Pass an ordinary resolution d) All of
the above

69. The company liquidator has to submit the reports on the progress of winding up:

a) Quarterly b) Monthly c) Daily d) Half yearly

70. Official liquidators are appointed from a panel of professional firms of:

a) All of the above b) Advocates c) CS and CMAs d) Chartered Accountants

71. Incorporation of a company is regulated by

a. CAMA b. Rules of Court c. Rule of law d. Military Rule

72. The Head of CAC is

a. Registrar General b. Attorney General c. Director General d. Secretary General
73. Winding Up is the
a. Legal means of bringing a company to an end b. To review the affairs of the company c.
Substitution of Directors d. None of the above
74. One of the following is an important Officer of a company
a. Director b. Principal c. Lawyer d. Adviser
75. A company law is define to mean rule regulating the general affairs of the company
a. True b. False
76. The death of the directors terminate the company
a. False b. True
77. ………… is a person who initiate the process incorporating a company
a. Promoter b. Director C. Secretary d. Legal Adviser
78. One of the following is a recognized type of a company in Nigeria
a. Public Company b. Publet Company c. People Company d. None of the above
79. …….. signed certificate of incorporation of a company after completion of registration process
a. Registrar General b. Chief Justice of Nigeria c. President of Nigeria d. Director General
80. One of the following is associated to registered company
a. Corporate account b. Individual account c. Fixed deposit account d. Saving Account

PART A
(1). Who is a Company Director?
ANSWER

The question of who is a Director of a company under the CAMA is answered by a conflated
reading of mutually related provisions of the Act.

To start with Section 244(1) defines Directors of a company as persons duly appointed by
the company to direct and manage the business of the company. Here the emphasis is on
‘duly appointed’ and the purpose of the appointment which is to direct and manage the
business of the company.

The Act however doesn’t stop there as it further provides in Section 245(1) that “……….
Director shall include any person on whose instructions and directions the (duly appointed)
Directors are accustomed to act. This provision relates to shadow directors who are not
expressly appointed as Directors but who nevertheless command the influence of the
Directors as to affect the running of the company, thus it was considered prudent to also
make them liable as the duly appointed Directors.

The most elaborate definition of Director under the Act is contained in Section 567 which
provides

“director” includes any person occupying the position of a director

by whatever name called, and includes any person in accordance
with whose directions or instructions the directors of the company
are accustomed to act.

(2) With the aid of statutory of and case law authorities, briefly explain the nature and
standard of the duty of care and skill imposed by the Act on a Company Director.
ANSWER

The Director occupies a special position as an agent and trustee of the company, and thus
owes several duties and responsibilities to the company and to other shareholders like the
fiduciary duty which entails the exercise of their power honestly in the interest of the
company and the shareholders.

One of the major duties owed by a Director to the company is the duty of skill and care. The
rule which was laid down under the Common law by Romer J. in Re City Equitable Fire
Insurance Company Ltd was to the effect that the Director was merely required by law to
exhibit a reasonable degree of care and skill of an ordinary man in the same circumstances.
He is neither liable for an error of judgment nor is he bound to give continuous attention to
the affairs of the company, his duties are of intermittent nature to be performed at periodic
board meetings, and at meetings of any committee of the board upon which he happens to
be placed and when he is expected to rely on other officers, he is not bound to personally
monitor their conduct except where he suspects fraud. Thus under the common law, a
Director was only liable for gross negligence and not for ordinary negligence.
Over the years Romer J’s propositions became considered as too lax and unsuitable to the
modern company director. According to Romer J, the degree of care and skill required is that
of an ordinary man in the same circumstances, and a director need not exhibit a greater skill
than is reasonably expected of a person of his knowledge and experience. In other words, if
the company appointed a moron as its director, then it could only expect the standard of a
moron. Re Brazilian Rubber Plantations & Estate Ltd.

Accordingly, under the CAMA 2004, a higher standard of duty of skill and care is now
required. Section 282 (1) provides interalia that a Director shall exercise the degree of care,
diligence and skill which a reasonably prudent Director would exercise in comparable
circumstances. And under Section 282 (2) the failure to observe that degree of care and
diligence, would ground an action for negligence and breach of duty. Furthermore, each
Director is individually responsible for the actions of the board in which he participated and
the absence from the board’s deliberation, unless justified, shall not relieve a Director from
such responsibility. Section 282 (3). See Coleman v. Myers.

Thus while under the common law per Romer J., the test is a subjective test, under the Act,
the test is an objective test i.e. the test of a reasonable man. It is also instructive to note
that under the Act, the same standard of care is required of both executive and non
executive directors. Section 282 (4) Furthermore, this duty above is now owed not just to
the Company but to also to the shareholders individually. Prudential Assurance Co Ltd v.
Newman Industries Ltd.

(3). Briefly discuss the nature of a floating charge and explain under what circumstances it
could become a fixed equitable charge.
ANSWER

A charge can be defined as an encumbrance, a lien or a claim on a property. Under the

CAMA, charge relates basically to debentures.

A debenture on its part denotes,

An instrument issued by the company, normally but not

necessarily called on the face of it, a debenture and providing for
the payment of, or acknowledging the indebtedness in a specified
sum… at a fixed date, with interest there on. It usually but not
necessarily gives a charge by way of security and is often though
not invariably expressed to be one of a series of like debentures.

There are several types of debentures one of which is secured or unsecured debenture.
Section 173 CAMA provides for this distinction when it provides that debenture may be
either secured by a charge over the company’s property or may be unsecured by charge.
Although it is possible to create an unsecured or naked debenture, the normal mode of
creating a debenture is by charging the property of the company through the debenture or
the trust deed or both. Such debentures may be secured on fixed assets or the floating
charges or even both. Where the charge is secured on fixed assets, it is a fixed or specific
charge, and where it is secured over floating charges, it is a floating charge.
Floating charge is an equitable charge over the whole or a specified part of the undertaking
or assets of a Company including cash and uncalled capital of the company both present
and future. Section 178 (1) CAMA.

One feature of a floating charges is that they do not preclude the Company from dealing
with such assets charged, until the happening of certain events when the charge will be said
to have crystallized into a fixed charge.

In the case of Re Government Stock & Other Securities Invst. Co. Lord McNaughten
vividly described a floating charge thus

A floating charge is an equitable charge on the assets for the time

being of a going concern. It attaches to the subject charge in the
varying condition in which it happens to be from time to time. But
it is of the essence of such a charge that it remains dormant until
the person in whose favour the charge is created intervenes. His
right to intervene may of course be suspended by agreement, but
if there is no such agreement for suspension, he may exercise his
right whenever he pleases after default.

Similarly the Court in Illingsworth v. Houlsworth even more poignantly described a

floating charge as follows

While a specific charge fastens on ascertained and definite

property, capable of being ascertained and definite, a floating
charge is said to be ambulatory and shifting in nature, hovering
over and so to speak floating with the property which it is intended
to affect until some event occurs or some act is done which causes
it to settle and fasten on the subject of the charge within its reach
and grasp.

Section 178 (1) (a) (b) & (c) provides circumstances under which a floating charge could
become a fixed equitable charge.

The section provides that the

………. The charge shall not preclude the company from dealing with such assets until
(a)The security becomes enforceable and the holder thereof pursuant to a power in that
behalf in the debenture or deed securing same appoints a receiver or manager or enters
into possession.
(b)The Court appoints a receiver or manager of such assets on the application of the holder,
or
(c)The Company goes into liquidation.

By Section 178 (2) on the happening of any of the events mentioned in Subsection (1) the
charge shall be deemed to have crystallized and to become a fixed equitable charge.

4. ”An action that is brought to enforce a Company’s rights is an exception to the rule in
Foss v. Harbottle.” -------------- Ladejobi v. Odutola Holdings Ltd.

Briefly explain the rule as codified and discuss the nature of company’s rights enforcement
as exceptions under CAMA.

ANSWER
It was held in the case of Ladejobi v. Odutola Holdings Ltd that, ”an action that is
brought to enforce a Company’s rights is an exception to the rule in Foss v. Harbottle.”
What follows is a brief elucidation of the rule and the nature of company’s rights enforceable
as an exception to the rule.

The Rule in Foss V Harbottle is to the effect that if an actionable wrong has been done to
a company whether arising from statute, contract, tort or the fiduciary position of the party
in breach, the company is the proper person to seek a remedy for the breach and also where
an irregularity has been committed in the course of a company’s affairs, only the company
can ratify the irregular conduct.

The basis for the rule is

i. The principle of corporate sovereignty is such that the Courts will not interfere in the
internal affairs of a company, because it should be within the competence of most of the
shareholders to determine their company's course and direction and thereby preserves the
principle of Majority Rule.

ii. It is the logical consequence of the fact that a company is a separate legal person. It is the
company, a legal person, that has suffered the wrong, therefore it is the company which
should seek a remedy.

iii. It prevents multiple and futile actions. If each shareholder were permitted to sue, the
company might be subjected to many lawsuits started by numerous plaintiffs.

iv. If the wrong can be ratified by the company in general meeting, it would be futile to have
litigation about it. The Courts are loathe to render orders that can ultimately be made
ineffective.

Section 299 CAMA provides that subject to the provisions of the Act, where irregularity has
been committed in the course of a company’s affairs or any wrong has been done to the
Company, only the Company can ratify the irregular conduct and only the Company can sue
to remedy the wrong.

The section is thus a restatement of the rule as applicable under the common law.
Furthermore, the Act in preceding Sections, also provide elaborate circumstances where the
rule can be circumvented.

One of the exceptions to the application of the rule is where there is Fraud on the Minority or
on the Company. Section 300(d).

In Parke v. Daily News the Court upheld the right of the minority to seek order of
injunction or declaration to stop or set aside an act that is set to defraud him or the
company:

Examples of fraud on the Company that have successfully ground actions at the instance of
the minority include

The misappropriation or expropriation of company’s property Sparks Electronic v.

Ponmile; Omisade v. Akande.

Where the Directors diverted to themselves a contract which should have gone to the
Company and later purported to ratify their act at a general meeting. Cook v. Deeks
[1916] 1 A.C. 554
Where the Directors and controlling shareholders made ill motivated gifts of company’s
property to others. Parke v. Daily News

Where the majority fraudulently or negligently benefited themselves at the expense of the
minority or the company. Daniels v. Daniels.

In all the instances above, where the fraud is on the minority or if on the company and the
Directors or majority shareholders decline to institute an action to redress the wrong or to
correct the irregularity, a minority member will be entitled to institute a personal, derivative
or representative action as the case may be to enforce the company’s rights and this would
operate as an exception to the Rule in Foss v. Harbottle.

In instituting derivative actions, the plaintiff's right of action derives from that of the
company and any benefit obtained will accrue to the company, accordingly no gain or
damages can be recovered but rather only injunction or declaratory relief to enforce the
Company’s rights. Section 301(3).

5. Critically analyze the nature of a share and the shareholder’s interest in a company.

ANSWER

The issues in the case above bother on several areas of the Nigerian Company Law including
the number of shareholders of a company, the nature of shares, transferability of shares,
restriction to the transfer of shares especially in the case of private companies, the right of
aliens to participate in formation of a company, duties of Directors to a Company as well as
the procedure for removal of a Director.

Section 22 CAMA provides the meaning of a private company, and that such companies shall
by its memo restrict the transfer of its shares and in Subsection (3), restricts the number of
members to fifty.

A share is a chose in action, it is personal property, akin to money or goods and is a property
transferable as provided in the articles of association (Section 115). See the case of Okoya
v. Santili.

Section 116 CAMA prohibits the issue of non-voting and weighted shares. Weighted shares
refer to shares with different classes with different number of votes attached. The
prohibition was aimed at remedying the situation whereby the device of classes of shares
was used inexorably to defeat the government’s efforts of giving more control of business to
Nigerians through the Nigerian Enterprises Promotions Act.

Under Section 116, all shares shall carry the right on a poll at a general meeting of the
company to one vote in respect of each share and no company may by its articles or
otherwise authorize the issue of shares which carry more than one vote in respect of each
share or which do not carry any right to vote [Section 116 (1) (a)], and where at the
commencement of the Act, any share carries more than one vote or does not carry any vote
at a general meeting, such a share shall be deemed, as from the appointed day, to carry one
vote only [Section 116 (1) (b)]. A company that fails to comply with these provisions is liable
to a daily default fine and any resolution purportedly passed by the company in
contravention of this section while the default continues is void [Section 116 (2)].

One of the nature of shares is thus its transferability. In other words shares can be
transferred or transmitted from one person to another. Section 151. The right to transfer
shares is however subject to the restrictions imposed on private companies by Section 22
(2) CAMA.

One common restriction on the transfer of shares in private companies is by pre-emption

clauses. Here, the articles of a private company may provide that no share shall be
transferred to a non-member unless no member can be found to purchase them at a fair
price. In other words, members of the company have a right of ‘first refusal’ to those shares
and can therefore validly refuse to register the transfer to a non member unless it can be
proven that it was first offered to a member(s).

In the instant case, the membership of the company, a private company is in excess of the
provisions of the Act and is a clear contravention of the provisions of Section 22 CAMA. By
Section 23, the consequence of this is that the company shall cease to be entitled to the
privileges and exemptions conferred on private companies.

Secondly, Bekee decided to sell off his shares and indeed secured his fellow Lebanese Oyibo
who was prepared to pay what Bekee demanded. However, Koko and Debo who both have a
combined share value of 50% said that Oyibo cant buy, they insisted on buying at the
market value. The action of Koko and Debo are thus within their rights, especially as they
are willing to buy the shares at their market values.

The articles of a company may also confer on the Director the power to refuse transfers, but
such Directors are required to act in good faith and in the company’s interest. See Ferris
George & sons Ltd v. Khoury. Again the facts of the present case suggest that Koko and
Debo in rejecting the purported transfer of shares from Bekee to Oyibo, acted in the
company’s interest when they expressed their willingness to buy the shares at their market
value.

One of the reprehensible actions of Bekee was his intention to sell the shares at the value of
35% of the shares ranking at 3 votes per share. This clearly violates the provisions of the
Section 116 CAMA which prohibits issuing of weighted shares. But is it instructive to point
out that oyibo did nothing wrong in planning to sell the shares to Oyibo, a Lebanese as
aliens have the right to form a Company (Section 20 (4) CAMA) or become a shareholder of
the company. This is however subject to such provisions as Section 8 of the Immigration
Act and the Nigerian Investment Promotion Commission Act

The facts also state that Koko and Debo have consistently used their combined voting
powers to stop the payment of dividends while making gratuitous gifts to their friends and
families.

One of the rights of a Shareholder is the right to participate in dividends and subject to
Section 385 CAMA, once declared, a shareholder shall have the right to sue for dividends.
Also, Koko and Debo who clearly constitute the majority of the company’s shareholders can
be liable at the suit of Bekee, a minority if he can prove that their action is an infraction of
his personal rights as a shareholder and this would be actionable as an exception to the rule
in Foss v. Harbottle.

Koko and Debo also owe the company a fiduciary duty to act only in the interest of the
company Section 279 (3) CAMA and one of the actions which have been interpreted as a
breach of this right is the making of gratuitous gifts to the friends and families of the
majority shareholders See Parke v. Daily News.

Finally on the procedure of removal of a Director, Section 266 provides that the company
may by simple resolution remove a Director before the expiration of his period of office.
However, a special notice is required of any of such resolution to remove the Director.
From the facts of the case, Koko and Debo today decided to include on the agenda of the
next AGM, the removal of Bekee as a Director during the next AGM of which notice is to
come out today and scheduled to hold in 21 days time. This is also a contravention of the
requirement of special notice provided by Section 262 CAMA.

Section 217 provides for a notice of 21 days for all general meetings but Section 236
provides that where by any provision of the Act, special notice of a resolution is required,
the resolution shall not be effective unless notice of the intention to move the resolution has
been given at least twenty eight days before the meeting at which it is intended to be
moved. A contravention of the above provision shall invalidate the said resolution as was the
case in Bernard Longe v. First Bank of Nigeria.

PART B

1. Explain in details the term law

2. Enumerate and explain the classification of law
3. Discuss in details the sources of law
4. Explain the relevant of law in our society
5. Briefly discuss the concept of English Law as one of the sources of Nigeria Law