Board and shareholder resolutions Flashcards
What is a board resolution
A decision of the board of directors of a company
What does the MA say when there is a deadlock in decision-making?
Art. 13 MA provides that in the event of a deadlock the chairman of the BM will have a casting vote.
What does Art. 11 MA say?
Confirms that no proposal may be voted on at a BM unless a quorum is participating in the meeting.
What does Art. 11(2) say?
The quorum of a directors’ meeting may be fixed from time to time by a decision of the directors but it must never be less than two and, unless otherwise fixed, it is two
Give 3 examples of decisions that are reserved for the shareholders.
- the making of changes to the company’s constitution
- the approval of certain transactions between the directors and the company
- the formal declaration of dividends
What is a shareholder resolution?
A decision of the shareholders of a company
What is a general meeting?
A meeting of the shareholders.
How to pass a shareholders’ resolution?
At a GM or by means of a written resolution.
What is an ordinary resolution
A resolution that is passed by a simple majority - more than 50% of votes are cast in favour
s.282(1) CA 2006
What is a special resolution?
s.283(1) CA 2006 - requires a majority of not less than 75%.
What’s the weighting for voting on a show of hands?
Each shareholder who is present at the meeting will be entitled on one vote, regardless of the number of shares held by that shareholder
What’s the weighting for voting on a poll?
Every shareholder has one vote in respect of each share held by him - s.284 CA 2006
What is the quorum in a GM?
s.318(2) CA 2006
two qualifying persons whereby qualifying persons include proxies and representatives of corporate shareholders.
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.
Which section of the company’s act specifies that amendments to the articles of association are to be made by special resolution of the company’s shareholders?
s.21 CA 2006
