7.8 Company Decision Making Flashcards

1
Q

Any director can call a

A

Board meeting

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2
Q

To call a board meeting, the director must give

A

Reasonable advance notice (no defined days)

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3
Q

The minimum number of directors required to be at a meeting is

A

2
Known as quorum

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4
Q

Directors cannot vote in a matter if they have

A

A personal interest direct or indirect

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5
Q

A chairperson can be elected when

A

There is a deadlock tie in voting
Does not need to be a shareholder
They will have the casting vote to resolve the deadlock

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6
Q

Minutes of all board meetings must be kept for

A

10 years
Failure to do so is an offence

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7
Q

Written resolutions provide a

A

Flexible way to resolve director decisions
Promotes flexibility and the directors do not need to be in one place

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8
Q

Unanimity is required for

A

Written resolutions at board meetings by directors

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9
Q

Notice of the meeting must state

A

The date
Place
Time
And the general nature of the business to be conducted at the meeting

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10
Q

Failure to give notice can

A

Invalidate the meeting

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11
Q

Shareholders who hold at least X per cent of voting rights can call a Y

A

5%
General meeting

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12
Q

Upon receipt of notice from shareholders to call a general meeting, directors have X number of days to call a meeting

A

21 days to call a meeting which must be held no later than 28 days afterwards

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13
Q

Special resolution notice must include

A

The notice must include the full text of the resolution and state that it is a special resolution

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14
Q

Shareholders directors and auditors of a private company must be given how many clear days notice of a general meeting

A

14 clear days notice

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15
Q

Board meeting includes

A

Directors
Chairperson can cast a vote for a deadlock

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16
Q

General meeting includes

A

Shareholders
Chairperson of a general meeting does not generally have a casting vote

17
Q

Copies of all special resolutions must be sent to companies house within

A

15 days of the decision being made

18
Q

Copies of ordinary resolutions do not need to be sent to the

A

Registar at companies house

19
Q

The written resolution procedure (shareholders) is not available for

A

Public companies
The removal of directors and auditors

20
Q

Ordinary resolutions require (in terms of voting precentage)

21
Q

Special resolutions require

A

A majority of not less than 75%

22
Q

With special written resolutions shareholders with at least 75% of the voting rights must sign within

23
Q

Written resolutions of the directors require

A

Unanimity
Different to shareholders

24
Q

Directors can call a general meeting of the shareholders by a

A

Majority vote
Alternatively shareholders with at least 5% of the shares with voting rights can ask the directors to hold a meeting and they have 21 days to call the general meeting

25
For private and public companies all general meetings must be held with
14 days notice
26
Annual general meetings require X amount of notice
21 days notice
27
Annual general meetings are held by
Public companies not private
28
The minutes of a meeting do not require
Filing at the register of companies But they must be made available for Inspection by members
29
Ordinary resolutions will be filed to the registar of companies when
They authorise directors to allot shares
30
Private company wanting a shareholder meeting how can they shorten the notice required
A majority in number of members owning not less than 90% of the voting shares need to consent to short notice