Overall Board Minutes Drafting

Question 1

Board meeting burger

Answer 1

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

Question 2

What to do if you have a contract

Answer 2

Need to approve draft contract and then authorise the company to enter into it and authorise necessary people to executor it

Question 3

E.g Agreeing a new service contract with one of the company’s directors with a fixed term of 3 years

Answer 3

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

Question 4

E.g Entering into a SPT

Answer 4

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

Question 5

What happens at the first board meeting

Answer 5

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

Question 6

What happens at the GM

Answer 6

The shareholders will pass the resolutions

Question 7

What happens at the second/final board meeting

Answer 7

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

Question 8

Decisions requiring OR of the shareholders

Answer 8

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

Question 9

Decisions for the directors that require shareholder approval

Answer 9

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)

Question 10

Decisions requiring SR of the shareholders

Answer 10

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

Question 11

Decisions for the directors

Answer 11

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

Question 12

Structure of board minutes

Answer 12

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

Question 13

Which clauses won’t change

Answer 13

1) Heading
2) Attendance/Presence
3) Chair
4) Notice and quorum
6) Close

Question 14

Drafting board minutes - Heading

Answer 14

[NAME OF COMPANY]
Minutes of a meeting of the board of directors of [NAME OF COMPANY] (“Company”) held at [ADDRESS] on [DATE] at [TIME]

Question 15

Drafting board minutes - Attendance

Answer 15

In a table with the following headings:
Present Name Position

In attendance Name Position

Apologies for
absence
received from Name Position

Question 16

Drafting board minutes - Chairperson

Answer 16

[NAME] was appointed chairperson of the meeting

Question 17

Drafting board minutes - Notice and quorum

Answer 17

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.

Question 18

Drafting board minutes - Close

Answer 18

There was no further business and the chairperson declared the meeting closed.

………………….
Chairperson

…………………..
Date

Question 19

Which clauses will change wording depending on what they are passing

Answer 19

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

Question 20

Declaration of interests - They have an interest

Answer 20

[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

Question 21

Declaration of interests - Directors who aren’t interested

Answer 21

[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]]

Question 22

Declaration of interests - Can vote even if they’re interested

Answer 22

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

Question 23

Declaration of interest - Can’t vote or be counted as part of the quorum if they are interested

Answer 23

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

Question 24

Adjournment - General Meeting

Answer 24

1. The meeting was adjourned so that the [general meeting could be held OR Written Resolution could be submitted to the members of the Company]
2. 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.

Question 25

Adjournment - Written Resolution

Answer 25

The meeting reconvened at [TIME] and the chairperson reported that the Written Resolution had been passed.

Question 26

Wording for appointment of director

Answer 26

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].