BL - Board meetings Flashcards
Who can call a board meeting?
any director
How much notice is required for a board meeting?
Reasonable notice of the BM was necessary, and that this would be whatever notice is usual for the directors to give
What is the quorum for a board meeting?
two directors (unless the articles provide otherwise).
Who calls the General Meeting?
The Board
What is the notice period required for a GM for a private company?
14 clear days’ notice - in counting the days of the notice period, the day of the meeting and the day the notice is given are both excluded.
When is an email notifying of a Board Meeting deemed to have been served?
48 hours after sending
What is the Quorum for a GM?
Generally two shareholders, although it is one shareholder for single member companies
What is the process for calling a GM?
- A BM is first required in order to call the GM;
- A GM is then required for the shareholders to vote on the resolution;
- A further BM is then required to put into effect the outcome of the shareholder vote, and
- There may be post meeting matters (PMM) to attend to such as filings at Companies House.
What are the timings for a full notice General Meeting?
BM1 To be held on “reasonable” notice
GM to be held at least 14 clear days from BM1
GM
BM2 To be held on “reasonable” notice
PMMs
What are the requirements for voting in a short notice for a General Meeting ?
for a private company, a GM may be called on short notice if this is agreed to by:
- a majority in number of the members
WHO - together hold shares with a nominal value of not less than 90% of the total nominal value of the shares which give the right to attend and vote at the GM.
This percentage may be increased to up to 95% by a provision in the company’s articles of association but there is no such provision in the MA.
What are the timings for a short notice General Meeting?
- A BM is held to resolve to convene the GM, to approve the form of notice for the GM and the form of consent to short notice, and to authorise their circulation to the shareholders.
- The notice of the GM and the form of consent to short notice are then given to the shareholders who indicate their agreement for the GM to be held on short notice by signing the form of consent to short notice. The BM is then adjourned to enable the GM to take place.
- The GM takes place immediately following the adjournment of the BM and the shareholders vote on the resolutions set out in the notice.
- The BM is then reconvened. The directors are informed as to how the shareholders voted and they authorise one of their number to take the relevant action and deal with the post-meeting matters.
- The PMMs will then be carried out.
Who can propose a written resolution?
The directors or the members of a private company and is passed when the required majority of the eligible members signify their agreement to it.
After what period does a proposed written resolution lapse if it does not have enough support?
28 days. A company can choose another period of time in its Articles if it so wishes.
Can resolutions be passed to remove a director or auditor by written resolution?
No
What is the process for a Written reolution?
A BM is held to resolve to propose the use of the WR procedure and to approve the form of wording of the WR and to circulate the WR.
The WR is then circulated to the shareholders (eligible members) with details of how to signify their agreement and when to respond by ie the lapse date.
- There are two options to proceed:
- If the shareholders are present (available immediately), the BM is adjourned. The approval of the WR takes place immediately following the adjournment of the BM and the shareholders vote on the resolutions set out in the WR by signing to signify their agreement, or not signing or abstaining (both of which constitute votes against the resolution); or
- If shareholders are not present, WR is circulated to shareholders. Company awaits approval from the required % of shareholders. WR lapses after 28 days (MA Co)
*The BM is then reconvened if the first option was used or a second BM is called if the second option was used. The board are informed as to how the shareholders voted and they authorise one of their number or the company secretary to take the relevant action and deal with the post-meeting matters. The PMMs will then be carried out.
