BLP - SGS 1/2 Flashcards
What does Browne v La Trinidad stipulate?
The court held that reasonable notice of the board meeting was necessary and that this would be whatever notice is usual for directors to give.
What is a board resolution?
A resolution passed by directors at a board meeting.
What does article 9 MA do?
Any director may call a directors’ meeting by giving notice of the meeting to the directors.
What is the minimum number of directors required for a board meeting to be quorate according to the Model Articles, and where in the Model articles is that found?
The minimum number of directors is two, and that is found in Article 11 (2) MA.
How are board meetings passed?
By a majority vote on a show of hands. Each director has one vote, though the chairman may have a casting vote to prevent deadlock.
What does MA 7 (1) stipulate?
Decisions at board level are made by board resolutions passed on a simple majority.
What does MA 8 stipulate?
That a decision can be made without a board meeting if, for example, there is unanimity.
What does MA 13 (1) stipulate?
If the numbers of votes for and against a proposal are equal, the chairman or other director chairing the meeting has a casting vote.
What happens if a director abstains from a vote?
If a director abstains from voting on a decision, he/she does not count towards the number of people voting on that issue. I.e 5 directors and 1 abstains - the vote will be out of 4 directors.
Difference between a shareholder and a company?
The difference between a shareholder and a director is that the shareholders own the company and the directors manage it on a day to day basis.
What is the quorum required for a shareholders meeting?
According to the CA 2006, it is two (s318 (2)). Where a company has only one member, only one qualifying person present is sufficient.
Show of hands or poll?
Decisions are made at shareholder level on a show of hands unless a poll is demanded under MA 42. A poll can be demanded if is in accordance with a company’s articles.
CA s284 (2) and s284 (3) stipulate what?
s284 (2) - When the shareholders vote on a show of hands, each shareholder who is present at the meeting will be entitled to one vote.
s284 (3) - When the shareholders are voting on a poll, every shareholder has one vote in respect of each share held by him/her.
When did the Model Articles replace Table A?
On the 1st October 2019.
What are the Model Articles?
The model articles of association are a default set of documents that establishes a company’s constitution, specifying the internal rules and regulations that must be followed at all times by the company’s members and directors.
