7.8 Company Decision Making Flashcards
Any director can call a
Board meeting
To call a board meeting, the director must give
Reasonable advance notice (no defined days)
The minimum number of directors required to be at a meeting is
2
Known as quorum
Directors cannot vote in a matter if they have
A personal interest direct or indirect
A chairperson can be elected when
There is a deadlock tie in voting
Does not need to be a shareholder
They will have the casting vote to resolve the deadlock
Minutes of all board meetings must be kept for
10 years
Failure to do so is an offence
Written resolutions provide a
Flexible way to resolve director decisions
Promotes flexibility and the directors do not need to be in one place
Unanimity is required for
Written resolutions at board meetings by directors
Notice of the meeting must state
The date
Place
Time
And the general nature of the business to be conducted at the meeting
Failure to give notice can
Invalidate the meeting
Shareholders who hold at least X per cent of voting rights can call a Y
5%
General meeting
Upon receipt of notice from shareholders to call a general meeting, directors have X number of days to call a meeting
21 days to call a meeting which must be held no later than 28 days afterwards
Special resolution notice must include
The notice must include the full text of the resolution and state that it is a special resolution
Shareholders directors and auditors of a private company must be given how many clear days notice of a general meeting
14 clear days notice
Board meeting includes
Directors
Chairperson can cast a vote for a deadlock
General meeting includes
Shareholders
Chairperson of a general meeting does not generally have a casting vote
Copies of all special resolutions must be sent to companies house within
15 days of the decision being made
Copies of ordinary resolutions do not need to be sent to the
Registar at companies house
The written resolution procedure (shareholders) is not available for
Public companies
The removal of directors and auditors
Ordinary resolutions require (in terms of voting precentage)
50%
Special resolutions require
A majority of not less than 75%
With special written resolutions shareholders with at least 75% of the voting rights must sign within
28 days
Written resolutions of the directors require
Unanimity
Different to shareholders
Directors can call a general meeting of the shareholders by 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
For private and public companies all general meetings must be held with
14 days notice
Annual general meetings require X amount of notice
21 days notice
Annual general meetings are held by
Public companies not private
The minutes of a meeting do not require
Filing at the register of companies
But they must be made available for
Inspection by members
Ordinary resolutions will be filed to the registar of companies when
They authorise directors to allot shares
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
