Company decision making Flashcards
What is the process for passing board resolutions?
Board resolutions can be passed without great formality. Each director has one vote and is passed by simple majority unless directors agree otherwise.
Who can call a board meeting?
Any director can call a board meeting at any time, or the company secretary.
What is the notice requirement for board meetings?
Reasonable notice is necessary.
Browne v La Trinidad
What is the quorum for a board meeting?
A minimum of two directors unless articles say otherwise.
MA11
How is voting conducted in board meetings?
Voting is conducted by show of hands, and the chairman has a vesting vote.
What is the significance of unanimous decisions in board meetings?
Unanimous decisions circumvent the need for a board meeting - all directors must indicate their common view by any means, and a written record of the decision must be kept
What happens in single director companies?
The MA do not apply, and the director cna make decisions on their own
Who usually calls a general meeting?
The board usually calls a general meeting.
What is the notice requirement for general meetings?
14 days clear notice is usually required. If notice is posted or emailed, it is deemed served 48 hours after sending.
When is short notice possible for general meetings?
Yes, short notice is possible if:
- maj of SHs agree (in number)
- AND these SHs together hold shares with a nominal value of not less than 90% fo the total amount
What is the quorum for a general meeting?
The quorum is 2 shareholders.
What matters are typically addressed in a general meeting?
Matters such as amending articles, making loans to directors, and formal declarations of dividend.
What is required for ordinary resolutions?
Ordinary Resolutions require a simple majority of more than 50%.
What is required for special resolutions?
Special Resolutions require a majority of at least 75%.
What is the In Person Resolution Procedure?
Shareholders can vote either by hand or by poll.
How can shareholders vote by hand?
Each shareholder present is entitled to one vote and can vote by proxy.
How can shareholders vote by poll?
Each shareholder has one vote per share.
Who has the right to demand a poll vote?
The right can be demanded by :
- the chairperson
- directors
- two or more persons having a right to vote
- or a person representing at least 10% of the total voting rights.
What is the GM Sandwich?
- BM to call GM
- GM for SHs to vote
- BM to give effect to the outcome of SH vote
Who can use the Written Resolution Procedure?
Private companies only.
Who can vote on a written resolution?
Any eligible member who would have been entitled to vote on the resolution on the circulation date of the WR can do so.
When does a written resolution lapse?
A written resolution will lapse 28 days after the circulation date.
What is required to pass a written special resolution?
It can be passed by a majority of members representing at least 75% of the total voting rights of eligible members.
How many votes does each member have in a written resolution?
Every member has one vote in respect of each share.
