Business Drafting Flashcards
Board Minutes Structure (9 things)
Written in past tense
1) Company name as header
2) Description: Minutes of a meeting of the Board of Directors of the Company held at (location) on (date) at (time)
3) Present and in attendance lists
Numbered list for each heading but info inside not numbered (any lists lettered)
4) Preliminary
5) Changes to (change)
6) Tabling of documents
7) Resolutions and calling of GM
8) Post GM Matters and Administration
(IF NO GM COMBINE 7 AND 8 AND TURN IT INTO FILING HEADING)
9) Close: There being no further business, the meeting then closed
What goes in the Preliminary Heading
The Chairman noted that the meeting had been duly convened, reported that a quorum of two directors was present in accordance with the Articles of Association and declared the meeting open
What goes into each changes heading?
The Chairman proposed that (change)
What goes in the tabling of documents heading?
The board had been advised that the proposals in paragraphs (numbers) would need resolutions of the members. Accordingly, these were produced to the meeting:
a) a draft form of the proposed Articles of Association (‘the Articles’)
b) A form of notice convening a General Meeting of the Company (‘the Notice’) to pass two special resolutions to give effect to the proposals in paragraph 2; and
c) A form of consent to short notice for the General Meeting
What goes in the resolutions and calling of GM heading? (3 things)
1) IT WAS RESOLVED THAT a General Meeting of the Company be convened and held forthwith for the purpose of considering, and if thought fit, passing the resolutions set out in the Notice
If written reso: to approve the Written Resolution in the form produced to the meeting and to send it to every eligible member of the Company
2) The Chairman instructed the Company’s solicitors to send the Notice and form of consent to short notice to everyone entitled to receive them.
3) The meeting was then adjourned at (TIME IT ENDED) for the purpose of holding the General Meeting/submitting the Written Resolutions to the members of the Company.
Post general meeting matters and administration
Upon resumption of the meeting the Chairman reported that the necessary consents for the short notice for the General Meeting had been obtained, the General Meeting had been duly held and the resolutions set out in the Notice duly passed
The Chairman instructed:
a) the Company’s Solicitors to notify the Registrar of Companies of the change in name and articles in the prescribed form, including the filing of the special resolution
b) the Company’s Solicitors to make all necessary entries in the books and registers of the Company; and
(If name change)
c) (Person) to ensure all notices, signs, stationary, website, emails and similar notifications and publications which bear the Company’s name to be amended to reflect the new name on the date that the new name is confirmed by the Registrar of Companies.
GM Minutes Structure (6)
Written in past tense
1) Company name at top
2) Description
3) Present and in attendance list
Numbered list starts now
4) Notice and Quorum
5) Change
6) Close: There being no further business the meeting then closed
Notice and Quorum Heading
1) Notice
If Short: It was noted that a majority in numbers of the members having the right to attend and holding together at least ninety/ninety-five per cent in nominal value of the shares giving the right to vote has consented to a short notice of the meeting in accordance with the Companies Act 2006.
Normal Notice: There was produced to the meeting a notice (‘the Notice’) convening the meeting, and with the consent of all the members present, the Notice was taken as read
2) Quorum
The Chairman/it was reported that a quorum of two members was present in accordance with the articles of association and declared the meeting open
Changes header (GM)
1) The Chairman proposed the following resolution as a (type) resolution of the Company
2) That (change)
3) The Chairman put his resolution at the meeting, took the vote in a show of hands/poll vote and declared the resolution to be passed (unanimously or what)
Notice for GM structure (6)
1) At very top in middle and in bold three things: Name of the Company, Company Number: Number, Notice if General Meeting
2) Description: NOTICE is given that a general meeting of the Company will be held on (date) at (time) at (location), for the following purposes:
After this headings in bold
And list each change numbered
3) Special Resolutions
4) Ordinary Resolution
5) By order of the board
Chairman
Address
Date
6) A shareholder is entitled to appoint another person as their proxy to exercise all or any of that shareholder’s rights to attend and to speak and vote at the meeting. A proxy does not have to be a shareholder of the company
Written Resolution
1) 5 tiers: company number, THE COMPANIES ACT 2006, TYPE OF COMPANY, WRITTEN RESOLUTION OF THE BOARD OF DIRECTORS, CIRCULATED ON [date]
2) The directors of the Company resolve that pursuant to the Articles of Association of the Company and the Companies Act 2006 propose to pass the following resolutions
3) Special Resolutions
4) Ordinary Resolutions
5) We, the undersigned, were at the time the resolutions were circulated entitled to vote on the resolutions and irrevocably agree to the resolutions
End with signatures of shareholders
