Company's Constitution Flashcards
What does section 144(3)(a) set out?
The appointment of directors is generally a matter for the members
Can members be denied their statutory right to appoint members?
If provided for in the Constitution in
clear and unambiguous terms (Re Blarney Woollen Mills Group)
Is setting out special procedures to be followed permitted under the CA2014?
Yes
The removal of directors is a more serious matter. True/false?
True
How may members dismiss a director?
By ordinary resolution (i.e. a simple majority), unless the company’s constitution provides otherwise.
What section of the CA2014 covers the removal of directors?
s.146
What notice must be given to a company where a proposal to remove a director is put forward?
28 days. However, the company’s constitution can provide additional requirements (it cannot provide shorter periods of time though).
Under what section is the company’s constitution set out to have contractual effect?
Section 31
What was highlighted in Clark v Workman?
Ross J highlighted the importance of this contract on the faith of which shareholders advance their money.
Who has a duty to comply with the s.31 contract?
Members and directors (Beattie v Beattie)
What does the case O’Sullivan v Conroy Gold and Natural Resources plc concern?
Various resolutions relating to the removal and appointment of directors
Were the resolutions all passed by the required majorities?
Yes
What did a dispute arise over?
The validity of the resolutions appointing directors
What did the chairman refuse to do?
To give effect to the resolutions
Why did the chairman refuse?
On the basis that the constitution was not followed
