Model Articles Flashcards
What does MA 2 state?
Liability of the members (shareholders) is limited to the amount, if any, unpaid on the shares held by them
What does MA 3 state?
Directors are responsible for the management of the company’s business, for which purpose they may exercise all the powers of the company
What does MA 4(1) state?
The shareholders may, by special resolution, direct the directors to take, or refrain from taking, specified action
What does MA 7(1) state?
The general rule about decision-making by directors is that any decision of the directors must be by a majority decision
What does MA 8(1), (2) and (3) state?
A decision of the directors is taken in accordance with this article when all eligible directors indicate to each other by any means that they share a common view on a matter (unanimous decision) (MA 8(1))
Such a decision may take the form of a resolution in writing, copies of which have been signed by each eligible director or to which each eligible director has otherwise indicated agreement in writing (MA 8(2))
References in this article to eligible directors are to directors who would have been entitled to vote on the matter had it been proposed as a resolution at a directors’ meeting (MA 8(3))
What does MA 9 state?
director can call a director’s meeting by giving notice of the meeting to other directors, indicating time, date, place of meeting
What does MA 11 state?
Quorum of at least two directors for a proposal to be voted on
What does MA 13 state?
If there is a tie, the chair has a casting vote
What does MA 14(1) state?
Where a director has a personal interest in a matter, their vote won’t count
Frequently disapplied by bespoke articles
What does MA 17 state?
New directors can be appointed by a decision of the directors or by ordinary resolution (shareholders)
What does MA 42 state?
A resolution put to a vote by a GM is decided on a show of hands (one vote per shareholder)
What does MA 44 state?
Poll vote can be demanded by the chair, the directors or two people having the right to vote on the resolution
