Overall Board Minutes Drafting Flashcards
Board meeting burger
1) Board meeting
2) General meeting
3) Board meeting
Some decisions require a board meeting, some a board meeting and a GM and some require the full BM sandwich
What to do if you have a contract
Need to approve draft contract and then authorise the company to enter into it and authorise necessary people to executor it
E.g Agreeing a new service contract with one of the company’s directors with a fixed term of 3 years
1) BM - board resolutions to conditionally approve service contract in draft and call GM
2) GM - shareholders to pass OR
3) BM - to enter into contract and authorise directors to execute
E.g Entering into a SPT
1) BM - directors will resolve to conditionally approve the draft SPT contract and call GM
2) GM - shareholders will approve the contract
3) BM - directors will entering into the contract and authorise the appropriate signatories
What happens at the first board meeting
Directors will resolve to conditionally approve any relevant documentation in draft and resolve to call a GM or circulate a WR if needed e.g
What happens at the GM
The shareholders will pass the resolutions
What happens at the second/final board meeting
The directors will resolve to execute relevant documents and deal with any administrative matters. Usually the directors adjourn the initial board meeting and then reconvene it following the passing of the shareholder resolution
Decisions requiring OR of the shareholders
1) Appointing a director
2) Removal of a director
3) To ratify a director’s breach of duty
4) To appoint an auditor
5) To remove an auditor
6) To activate S. 550
7) To authorise a buyback contract
8) To remove the authorised share capital clause in the company’s articles
Decisions for the directors that require shareholder approval
1) SPT (OR)
2) Authorising director’s to allot shares (OR)
3) Director’s service contracts for more than 2 years (OR)
4) Director’s loan (OR)
5) Loss of office for more than £250 (OR)
6) To temporarily suspend MA 14 (conflicts of interest)
Decisions requiring SR of the shareholders
1) Change of name
2) Changing articles
3) To disapply pre-emption rights
4) To approve the re-registration of a private company as a plc
5) To approve a payment out of capital
Decisions for the directors
1) Changing address of registered office
2) Changing accounting reference date
3) Appointing a director
4) Arranging an overdraft extension with the bank
5) Entering into a contract for the purchase of new premises
6) Entering into a contract for the purchase of a new IT system
7) Entering into a supply contract for packaging material
Structure of board minutes
1) Heading
2) Attendance
3) Chairperson
4) Notice and quorum
5) Declaration of interests
6) Business of the meeting
7) Documents produced to the meeting
8) [Convening a general meeting] OR [Written Resolution]
9) [Adjournment]
10) Filing
11) Close
Which clauses won’t change
1) Heading
2) Attendance/Presence
3) Chair
4) Notice and quorum
6) Close
Drafting board minutes - Heading
[NAME OF COMPANY]
Minutes of a meeting of the board of directors of [NAME OF COMPANY] (“Company”) held at [ADDRESS] on [DATE] at [TIME]
Drafting board minutes - Attendance
In a table with the following headings:
Present Name Position
In attendance Name Position
Apologies for
absence
received from Name Position
Drafting board minutes - Chairperson
[NAME] was appointed chairperson of the meeting
Drafting 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.
Drafting board minutes - Close
There was no further business and the chairperson declared the meeting closed.
………………….
Chairperson
…………………..
Date
Which clauses will change wording depending on what they are passing
1) Declaration of interests
2) Business of the meeting
3) Documents produced to the meeting
4) GM or WR
5) Adjournment
6) Specific clauses e.g Allotment of shares
Declaration of interests - They have an interest
[The following directors OR Each director present] declared the nature and extent of their interest in the proposed transaction [and other arrangements] to be considered at the meeting in accordance with the requirements of section 177 of the Companies Act 2006 (the “Act”) and the Company’s articles of association (the “Articles”), as follows:
Table with headings
Name, Nature and extent of interest
Declaration of interests - Directors who aren’t interested
[Each of [NAMES OF DIRECTORS] OR director present] confirmed that they had no direct or indirect interest in any way in the proposed transaction [and other arrangements] to be considered at the meeting which they were required by section 177 of the Act and the Articles to disclose]]
Declaration of interests - Can vote even if they’re interested
It was noted that pursuant to article [NUMBER] of the Articles [a director may vote and form part of the quorum in relation to any proposed transaction or arrangement in which they are interested
Declaration of interest - Can’t vote or be counted as part of the quorum if they are interested
It was noted that pursuant to art [NUMBER] in the Company’s articles of association the director[s] so interested would not vote or count as part of a quorum on any of the matters in which they were interested but that, nevertheless, there would be a quorum for all items of business to be transacted by the meeting
Adjournment - General Meeting
- The meeting was adjourned so that the [general meeting could be held OR Written Resolution could be submitted to the members of the Company]
- The meeting reconvened at [TIME] and the chairperson reported that the general meeting had been duly convened and held and that the resolution proposed in the General Meeting Notice had been passed.
Adjournment - Written Resolution
The meeting reconvened at [TIME] and the chairperson reported that the Written Resolution had been passed.
Wording for appointment of director
That [NAME], having consented to act, be appointed as an additional director of the Company [with immediate effect OR with effect from the end of the meeting OR with effect from [DATE]] [to hold office until the next annual general meeting].
