NOTICE IS HEREBY GIVEN that the 36th Annual General Meeting of the Institute of Directors Nigeria will hold on Thursday, 25th June 2020 at 11.00am prompt at IoD Nigeria National Secretariat, 28 Cameron Road, Ikoyi, Lagos to transact the following business.



1. To receive the Audited Financial Statement for the year ended December 31,       2019 and the report of the President and the Auditors thereon.

2. To appoint Auditors.

3. To elect members of the Governing Council.




To consider and if thought fit, pass the following as Special Resolutions:

That Articles 12, 15(3), 16, 33, 34 of the Articles of Association of the Institute be and are hereby amended as follows:


Article 12

” An Annual General Meeting shall be held not more than eighteen months after the incorporation of the Institute and subsequently once in every year, at such time (within a period of not more than fifteen months after the holding of the last Annual General Meeting) and at such places as may be determined by the Council.

All other General Meetings shall be called Extraordinary General Meetings.

Provided that where due to unforeseen circumstances the Annual General Meeting, Extraordinary General Meeting or any other meeting of the Institute cannot be held physically, the Council shall approve that the meeting be conducted virtually or online or by a combination of these types of meetings. In such circumstance, members who are unable to attend and vote in person shall be entitled to attend and vote by proxy. The notice calling such meeting shall state the reasons why such meeting is bieng held in such manner and guidelines under which such meeting shall be held, including the names of the proxy holders”

Article 15(3)

“The notice shall be sent electronically to the email address or by ordinary post, to the last known address of each member as recorded in the Register of Members maintained by the Secretariat”

Article 16

“No business shall be transacted at any General Meeting unless a quorum is present when the meeting proceeds to business. Twenty of the members of the Institute present at any General Meeting shall be a quorum for all purposes”.

Article 33

“At the first Annual General Meeting all members of the Council shall retire from office. At each subsequent Annual General Meeting, one-third of the elected members of the Council (excluding the President, 1st Vice President and 2nd Vice President), referenced under article 27 (1) or if their number is not a multiple of three, the number nearest to one-third, shall retire from Office.

A member of the Council retiring shall retain office until the close or the adjournment of the meeting. Without prejudice to the foregoing, the President, 1st Vice President and 2nd Vice President shall not be subject to rotation for the duration of their tenure and shall be excluded in determining the order of retirement by rotation of other elected members of the Council”

Article 34

“The members of Council to retire every year shall include those who have been longest in office since their last election but as between persons who became or were last re-elected members of the Council on the same day, those to retire shall (unless otherwise agreed among themselves) be determined by lot”





To ensure the safety of members and participants of the Institute, and in compliance with the various guidelines issued by the Nigerian Centre for Disease Control, the Corporate Affairs Commission and the Lagos State Government prohibition of gatherings of more than twenty-five (25) people, attendance at the 36th Annual General Meeting of the Institute shall only be by proxy. In view of the foregoing, members entitled to attend and vote are encouraged to appoint a proxy of their choice from the list of the underlisted Proxies to attend and vote in their stead.


1. Dr. Ebun Sonaiya, F.IoD

2. Alhaji Shuaibu Idris, F.IoD, mni

3. Ms. N. A. Chibututu, F.IoD

4. Alhaji Sada Ladan Baki, F.IoD

5. Mr. Mustapha Jinadu, M.IoD

6. Mrs. Elizabeth Agu, M.IoD

Proxy forms will be forwarded to all members of the Institute and also attached to the Annual Report. All instrument of proxy should be completed and sent to or deposited at the Director General’s Office, IoD Nigeria Secretariat, 28 Cameron Road, Ikoyi Lagos, or by email to, on or before Friday 19th June, 2020.

All relevant documents in connection with the meeting are available to all members from date of the notice at the IoD Nigeria Secretariat at the address above.


The electronic version of this Annual Report (e-Annual Report) will be emailed to all members who have provided their email addresses to the IoD Secretariat. Members who wish to receive the e-Annual Report are kindly requested to ensure that an updated email address is sent to



The AGM will be streamed live. This will enable members who will not be attending physically to

follow the proceedings. The link for the AGM live streaming will be made available on and will be sent individually to all registered financial members.

Download Proxy Form

Dated this 2nd day of June 2020.










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