Business Practice Flashcards
Structure of board minutes
- Notice and Quorum
The Chairperson reported that due notice of the meeting had been given and that a quorum was present. Accordingly, the Chairperson declared the meeting open.
- Declaration of Interests
Set out if directors have any direct or indirect interests in proposed transaction to be considered at the meeting that they are required by section 177 CA 2006 and the company’s articles of association to disclose.
- Business of the meeting
short description of business matters
- First matter of business
Set out the details of the proposed transactions
End with “It was resolved to approve” said item of business - Second matter of business
Set out the details of the proposed transactions/items
End with “It was resolved to approve” said item of business - Filing
Lay out all the registers that may need to be updated following the resolutions
Note any forms that must be filed at companies house to reflect actions discussed e.g. TM01 form for termination of a director + time frame to file the document at companies house [14 days]
- Close
End with:
o There was no further business and the chair declared the meeting closed.
Language and style used when drafting board minutes
- When drafting board minutes you are describing all the memorable things that happened in a board meeting- notable things said, resolutions that were voted on, business matters etc.
- Board minutes are written in reported speech (as your are reporting what happened), and are also written in the PAST tense.
o For future actions you use the conditional tense ‘Would’ or ‘Should’ NOT will or shall. - When a resolution is passed you write something like- “IT WAS RESOLVED [the transfers would promote the success of the Company for the benefit of its members as a whole] that these transfers be approved with immediate effect.
- Each heading should be contained in a numbered section, and paragraphs under each heading should be set out in a numbered subsection sub-section.
- Notice and Quorum
1.1 The chairperson reported that due notice of the meeting had been given and that a quorum was present. Accordingly the chair declared the meeting open.
Good Phrases/Clauses to use
- The chairman noted that the meeting had been duly convened, reported that a quorum of 2 directors was present in accordance with the Articles of Association and declared the meeting open.
- The chairman proposed that [specify the resolution]
o The chairman proposed that the name of the company be changed to Richmond Vessels - There was produced to the meeting [set out the forms to be included in the meeting]
o There was produced to the meeting, a draft form of the proposed articles of association. - It was resolved that [set out the resolution]
o It was resolved that a general meeting of the company be convened and held for with the purpose of considering and if thought fit passing the resolutions set out in the notice - The chairman instructed the company solicitors to [set out the chairman’s instructions]
o The chairman instructed the company’s solicitors to make all necessary and appropriate entries in the books and registers of the company. - The chairman reported-
- The chairman reported that the business of the meeting was [set out the business of the meeting]
o The Chairperson reported that the business of the meeting was to deal with the retirement of Lloyd Musa as a director of the Company, the transfer of his shares to the remaining directors and the sale of his company car to him. - [X Director], declared his interest in [set out the matter/transaction]…. and took no further part in the discussion of or voting on this item.
o Lloyd Musa declared his interest in the proposed sale of the company car, a Toyota Prius registration AB51 ABD, to himself, and took no further part in the discussion of or voting on this item.
Structure of general meeting minutes
- [NOTICE AND QUORUM]
It was noted that a majority in number of the members having the right to attend and vote at the meeting attended the meeting.
It was noted that at least 95% of members in nominal value of the shares giving that right to vote, had consented to short notice of the meeting in accordance with section 307 of the Companies Act 2006 and regulation 38 of Table A
The chairman reported that a quorum of two members was present in accordance with the articles of association and declared the meeting open.
- [FIRST RESOLUTION TO BE VOTED ON]
The Chairman proposed the following resolution as a ordinary/special resolution of the Company:
[NAME THE RESOLUTION e.g., that the name of the company be changed to Richmond Vessels limited]:
The chairman put the resolution to the meeting, took a vote on a show of hands and declared the resolution carried unanimously.
- [SECOND RESOLUTION TO BE VOTED ON]
There was produced to the meeting, the notice calling the meeting together with the attached proposed new articles of association of the company.
The chairman proposed the following resolution as a ordinary/special resolution of the Company:
[NAME THE SECOND RESOLUTION, e.g., The articles of association in the form attached to this notice be adopted in their entirety in substitution for the current articles of association of the company]
- CLOSE
There being no further business the meeting then closed.
[Chairman’s signature]
Chairman
Language and style when drafting general meeting minutes
General meeting minutes are written in:
- Past tense- e.g., “It was noted”, “The chairman reported”, “There was produced”.
- Third person- e.g., “The chairman proposed”, “The meeting was then closed
Good phrases/ clauses to include for general meeting minutes
- It was noted that a majority in number of the members having the right to attend and vote at the meeting attended
- The Chairman reported that a quorum of two members was present in accordance with the articles of association and declared the meeting open.
- The Chairman proposed the following resolution as a special resolution of the Company:
- The Chairman put the resolution to the meeting, took the vote on a show of hands and declared the resolution carried unanimously.
- There being no further business the meeting then closed
[NOTICE OF A GENERAL MEETING]
NOTICE is given that a general meeting of the Company will be held on [Date], at [Time], at [Location: Address + Postcode] for the following purposes:
Ordinary/Special Resolutions
To consider and if thought fit approve the following resolutions that will be proposed as ordinary or special resolutions:
- [First Resolution]
- [Second Resolution]
- [Third Resolution]
By order of the board
Chairman
[Address]
[Date]
NOTE
A shareholder is entitled to appoint another person as that shareholder’s proxy to exercise all or any of that shareholder’s rights to attend and to speak and vote at the meeting.
A shareholder may appoint more than one proxy in relation to the meeting, provided that each proxy is appointed to exercise the rights attached to a different share or shares held by that shareholder. A proxy does not need to be a shareholder of the Company.
Language and style when drafting notice of general meeting
The Notice of General Meeting is written in:
* Present tense – e.g., “NOTICE is given,” “resolutions that will be proposed,” “A shareholder is entitled…”
- Passive and third person – e.g., “will be held,” “will be proposed,” “is entitled to appoint.”
Good phrases/ clauses to include for notice of a general meeting
Opening
* “NOTICE is hereby given that a general meeting of [Company Name] will be held on [Date] at [Time] at [Location].”
* “The following resolutions will be proposed as [ordinary/special] resolutions of the Company.”
Ordinary/Special Resolution introduction
“To consider and, if thought fit, pass the following resolutions as special resolutions:”
Resolution language
* “That the name of the Company be changed to [New Name].”
* “That the articles of association in the form attached be adopted in substitution for the existing articles of association.”
* “That the Company approve and adopt the proposed terms as set out in the schedule.”
Closing/formalities
* “By order of the board”
* “[Director/Chairman name], Director/Chairman”
* “Dated this [day] of [month, year]”
Notes to shareholders
* “A member entitled to attend and vote at the meeting is entitled to appoint a proxy to attend, speak and vote instead of him/her.”
* “A proxy need not be a member of the Company.”
* “Forms of proxy must be lodged at [address] no later than [time] on [date].”
Structure of written resolution:
Company Number
Written resolutions of [name of company] (“the company”) CIRCULATED ON [date]
The directors of the Company propose that the following resolutions be passed as ordinary/special resolutions:
SPECIAL RESOLUTION
1. [First Resolution]
o That the name of the company be changed to Richmond Vessels Ltd
- [Second Resolution]
o That the articles of association in the form attached to this written resolution be adopted in their entirety in substitution of the current articles of association of the company.
Please read the explanatory notes at the end of this document, before signifying your agreement to the resolutions.
We, the undersigned, were at the time the resolutions were circulated entitled to vote on the resolutions and irrevocably agree to the resolutions
Explanatory notes for shareholders
If you agree to the resolutions, please signify your agreement by signing and dating this document where indicated above and returning it to the Company using one of the following methods:
BY POST: By returning the signed copy by [post] to [name of director] [Address of registered office]
If you do not agree to the above resolutions, you do not need to do anything.
Once you have signified your agreement to the resolutions, you may not revoke your agreement.
Unless, by [date of expiration], sufficient agreement has been received for the resolutions to be passed, they will lapse. If you agree to the resolutions, please ensure that signification of your agreement reaches us before or on this date.
Language used for written resolution:
The written resolutions are drafted in:
- Present tense – e.g., “the directors of the Company propose,” “please signify your agreement,” “you may not revoke your agreement.”
- Third person for formal provisions – e.g., “the directors propose,” “resolutions be passed”
- Second person in shareholder instructions – e.g., “If you agree… please signify your agreement…”
Good phrases/clauses to include for written resolution:
Header/Intro
* “Written resolutions of [Company Name] (‘the Company’)”
* “Circulated on [date]”
* “Pursuant to Chapter 2 of Part 13 of the Companies Act 2006”, the directors propose the following resolutions to be passed as ordinary/special resolutions
Resolution wording
* “That the name of the Company be changed to [New Name].”
* “That the articles of association in the form attached be adopted in substitution for the current articles.”
Agreement clause
* “We, the undersigned, were entitled to vote on the resolutions and agree to them.”
Instructions to shareholders
* “If you agree, please sign and date below and return by [method].”
* “Once signed, agreement cannot be revoked.”
* “If sufficient agreement is not received by [date], the resolutions will lapse.”
Structure of an agreement to short notice of a general meeting
[Company]
[Company Number]
[Heading- AGREEMENT OF MEMBERS TO SHORT NOTICE OF A GENERAL MEETING]
We, the undersigned, being all the members and together holding not less than 95% in nominal value of the shares giving the right to attend and vote at the general meeting of the [Company] to be held at [Time], [date], [Location: Address/Postcode] agree that the meeting (including any adjournment) shall be deemed to have been duly called and the resolutions set out in the notice convening the meeting may be proposed and passed notwithstanding that shorter notice than that specified in the Companies Act 2006 or in the Company’s articles of association has been given.
Language and style when drafting an agreement to short notice of a general meeting
The Agreement of Short Notice to General Meeting is written in:
- Present tense – e.g., “We, the undersigned, being… agree that the meeting… shall be deemed…”
- First person plural – “We, the undersigned…” referring to all the consenting members collectively.
Good phrases and clauses to use
Opening Clause
* We, the undersigned, being all the members of [Company Name], together holding not less than 95% in nominal value of the shares giving the right to attend and vote at general meetings of the Company,
Agreement Wording
* Hereby consent, in accordance with section 307(4) of the Companies Act 2006, to the holding of a general meeting of the Company at [Time] on [Date] at [Address/Postcode], or at any adjournment thereof, notwithstanding that it is convened on less than the period of notice required by the Companies Act 2006 or the Company’s articles of association.
- We agree that the meeting shall be deemed to have been duly called, and that the resolutions set out in the notice convening the meeting may be proposed and passed accordingly.
Formality Phrases
* Signed by the members on the dates set opposite their respective names.
This consent may be executed in counterparts, each of which shall be deemed an original.
