Board Meeting - Company Procedure plan
Board Meeting (BM):
Notice:
Any director can call a BM by giving reasonable notice to the other directors - MA 9 (1)
Reasonable notice – Re Homer
Notice must indicate the proposed time and date, where it will take place and method of
communication – MA 9 (2)
Notice does not need to be in writing but must be made to all directors - MA 9 (3)
Notice can be waived – MA 9(4)
Quorum:
Quorum must never be less than 2 unless fixed otherwise – MA 11 (2)
All directors should attend where possible, a company secretary may attend, the directors
may also invite directors who are proposed to be appointed as well as the company’s
solicitor or accountants.
If quorum not met then no decisions other than call another meeting – MA 11(1)
Directors’ interests:
if a director has an interest in the proposed transaction then he must declare the nature and
extent of the interest to the other directors – s.177 (1) CA2006
The declaration must be made before the company enters into the proposed transaction –
s.177 (4) CA2006
They will not be able to vote and will not form part of the quorum – MA 14 (1)
Unless – the company disapply it via OR – MA 14 (3)(a), or
The director’s interest is not reasonably likely to be a conflict of interest – MA 14 (3)(b)
MA 14(4) permitted causes, giving guarantees for obligations on the company, contract
buying shares.
Check there is still a quorum for voting if a director/s cannot vote because of their interest –
if there is less than the quorum then directors can only make a decision to appoint further
directors or call a GM for Shareholders to appoint new directors – MA 11 (3)
Chairman cannot use casting vote when has interest in transaction
Board Resolutions and voting:
List the Board Resolutions
Explain how board resolutions can be validly passed:
o Decisions can be made by a simple majority in favour (over 50%) – MA 7.
o Or by unanimous decision – MA 8.
o Board Meeting the directors may have a show of hands or verbally agree.
o Board Resolution then each director will sign in favour of passing the resolution.
o Casting vote
o If deadlock then no prevails
Explain whether directors on the board likely to vote in favour.
Administration just for Board res
Common Board Resolution changes:
1
, Registered office
Accounting reference date
Director’s service contracts 2 years or less
Appoint directors
Appoint company secretary
Register new members
General Meeting (GM) or Annual General Meeting (AGM):
Extraordinary General Meeting obsolete
Notice:
Calling a GM – Directors can under s.302 CA or Members can require Directors to call one –
s.303 CA. If directors do not call then members can s.305 CA. Court can order GM s.306
Notice must be given either in hard copy, electronic copy or on a website – s.308 CA2006
Notice must be sent to every member and every director – s.310 (1) CA2006
Contents of the notice must include:
o Time, date and place of meeting (s.311(1)).
o General nature of business to be dealt with (s.311(2)).
o Statement of rights to appoint a proxy (s.325(1)).
o The full text of any special resolutions (they cannot be amended.)
o The general words of any ORs proposed. (s.283(6)(a)).
o NB: Notice may be in hard copy or electronic form (s.308.)
Notice period must be at least 14 days – s.307 (1) CA2006. Must allow 48 hours for delivery
s.1147(2) & (3) CA
o Unless shorter notice is agreed by a majority of members – s.307 (5) CA 2006
o The majority must be a number of members wo are able to attend and vote and do
not hold less than 90% of the shares giving right to attend and vote – s.307 (5)(a) CA
o Can be raised to 95% s.307(6)a)
Quorum:
Quorum for a valid GM is 1 if there is only one member of the company and 2 if there are 2
or more members. – s.318 (1) & (2)
Attendance – any member, in particular those who have the right to vote on resolutions –
MA 37.
Proxy can count in quorum s.324(1)
Voting:
A resolution is passed by a vote on a show of hands – MA 42
Unless a poll is demanded, in advance of the GM, or at a GM before a show of hands or
immediately after a result of a show of hands – MA 44
Any member can vote who has been granted voting rights in the Articles of Association.
On a show of hands vote, each member present in person has one vote – s.284 CA 2006
On a poll vote, each member has one vote per each share they hold – s.285 CA 2006
Who can demand poll vote: MA 44(2)
o Any Directors
o Chairman
2
, o 2 or more SH
o Any SH with one tenth voting share capital
Consider what the members are likely to vote and whether poll or show of hands will be
more favourable.
Ordinary resolution
Special resolution
Written Resolution (WR):
Procedure and paperwork:
Directors or members may propose a resolution as a WR – s.288 (3) CA 2006
Circulation date is the date the WR is sent to members – s.290 CA 2006
A proposed WR has 28 days from circulation date to be passed (or time period specified in
Arts) – s.297 CA 2006
WR must be sent to all eligible members (those who can vote at a GM) at the same time.
Along with a statement specifying how a member can signify agreement and the date by
which it must be passed or else it will lapse – s.291 CA2006 (lapses after 28 days or arts)
WR is effective from when it is passed which is when the requisite majority of eligible
members have signed the agreement – s.296 (4) CA 2006
Apply to the company in hand.
Voting:
WR are passed either by OR over 50% or SR of 75% or more.
Members have one vote per share – s.284 (1) CA 2006 unless stated otherwise in Arts.
Who can vote – the eligible members who would have been able to vote on the circulation
date – s.289 CA 2006
Are these members likely to vote in favour?
Reconvened Board Meeting (BM2):
Notice and quorum:
Explain any issues of quorum and voting if anything has changed since BM e.g. removed
directors.
Board resolutions and Voting:
List Board resolutions
Are directors likely to vote in favour?
Board Minutes – kept for 10 years – s.248 CA
General Meeting minutes / resolutions – kept for 10 years – s.355 CA
3
Board Meeting (BM):
Notice:
Any director can call a BM by giving reasonable notice to the other directors - MA 9 (1)
Reasonable notice – Re Homer
Notice must indicate the proposed time and date, where it will take place and method of
communication – MA 9 (2)
Notice does not need to be in writing but must be made to all directors - MA 9 (3)
Notice can be waived – MA 9(4)
Quorum:
Quorum must never be less than 2 unless fixed otherwise – MA 11 (2)
All directors should attend where possible, a company secretary may attend, the directors
may also invite directors who are proposed to be appointed as well as the company’s
solicitor or accountants.
If quorum not met then no decisions other than call another meeting – MA 11(1)
Directors’ interests:
if a director has an interest in the proposed transaction then he must declare the nature and
extent of the interest to the other directors – s.177 (1) CA2006
The declaration must be made before the company enters into the proposed transaction –
s.177 (4) CA2006
They will not be able to vote and will not form part of the quorum – MA 14 (1)
Unless – the company disapply it via OR – MA 14 (3)(a), or
The director’s interest is not reasonably likely to be a conflict of interest – MA 14 (3)(b)
MA 14(4) permitted causes, giving guarantees for obligations on the company, contract
buying shares.
Check there is still a quorum for voting if a director/s cannot vote because of their interest –
if there is less than the quorum then directors can only make a decision to appoint further
directors or call a GM for Shareholders to appoint new directors – MA 11 (3)
Chairman cannot use casting vote when has interest in transaction
Board Resolutions and voting:
List the Board Resolutions
Explain how board resolutions can be validly passed:
o Decisions can be made by a simple majority in favour (over 50%) – MA 7.
o Or by unanimous decision – MA 8.
o Board Meeting the directors may have a show of hands or verbally agree.
o Board Resolution then each director will sign in favour of passing the resolution.
o Casting vote
o If deadlock then no prevails
Explain whether directors on the board likely to vote in favour.
Administration just for Board res
Common Board Resolution changes:
1
, Registered office
Accounting reference date
Director’s service contracts 2 years or less
Appoint directors
Appoint company secretary
Register new members
General Meeting (GM) or Annual General Meeting (AGM):
Extraordinary General Meeting obsolete
Notice:
Calling a GM – Directors can under s.302 CA or Members can require Directors to call one –
s.303 CA. If directors do not call then members can s.305 CA. Court can order GM s.306
Notice must be given either in hard copy, electronic copy or on a website – s.308 CA2006
Notice must be sent to every member and every director – s.310 (1) CA2006
Contents of the notice must include:
o Time, date and place of meeting (s.311(1)).
o General nature of business to be dealt with (s.311(2)).
o Statement of rights to appoint a proxy (s.325(1)).
o The full text of any special resolutions (they cannot be amended.)
o The general words of any ORs proposed. (s.283(6)(a)).
o NB: Notice may be in hard copy or electronic form (s.308.)
Notice period must be at least 14 days – s.307 (1) CA2006. Must allow 48 hours for delivery
s.1147(2) & (3) CA
o Unless shorter notice is agreed by a majority of members – s.307 (5) CA 2006
o The majority must be a number of members wo are able to attend and vote and do
not hold less than 90% of the shares giving right to attend and vote – s.307 (5)(a) CA
o Can be raised to 95% s.307(6)a)
Quorum:
Quorum for a valid GM is 1 if there is only one member of the company and 2 if there are 2
or more members. – s.318 (1) & (2)
Attendance – any member, in particular those who have the right to vote on resolutions –
MA 37.
Proxy can count in quorum s.324(1)
Voting:
A resolution is passed by a vote on a show of hands – MA 42
Unless a poll is demanded, in advance of the GM, or at a GM before a show of hands or
immediately after a result of a show of hands – MA 44
Any member can vote who has been granted voting rights in the Articles of Association.
On a show of hands vote, each member present in person has one vote – s.284 CA 2006
On a poll vote, each member has one vote per each share they hold – s.285 CA 2006
Who can demand poll vote: MA 44(2)
o Any Directors
o Chairman
2
, o 2 or more SH
o Any SH with one tenth voting share capital
Consider what the members are likely to vote and whether poll or show of hands will be
more favourable.
Ordinary resolution
Special resolution
Written Resolution (WR):
Procedure and paperwork:
Directors or members may propose a resolution as a WR – s.288 (3) CA 2006
Circulation date is the date the WR is sent to members – s.290 CA 2006
A proposed WR has 28 days from circulation date to be passed (or time period specified in
Arts) – s.297 CA 2006
WR must be sent to all eligible members (those who can vote at a GM) at the same time.
Along with a statement specifying how a member can signify agreement and the date by
which it must be passed or else it will lapse – s.291 CA2006 (lapses after 28 days or arts)
WR is effective from when it is passed which is when the requisite majority of eligible
members have signed the agreement – s.296 (4) CA 2006
Apply to the company in hand.
Voting:
WR are passed either by OR over 50% or SR of 75% or more.
Members have one vote per share – s.284 (1) CA 2006 unless stated otherwise in Arts.
Who can vote – the eligible members who would have been able to vote on the circulation
date – s.289 CA 2006
Are these members likely to vote in favour?
Reconvened Board Meeting (BM2):
Notice and quorum:
Explain any issues of quorum and voting if anything has changed since BM e.g. removed
directors.
Board resolutions and Voting:
List Board resolutions
Are directors likely to vote in favour?
Board Minutes – kept for 10 years – s.248 CA
General Meeting minutes / resolutions – kept for 10 years – s.355 CA
3
