SGS 2 - board resolutions and shareholder resolutions Flashcards
What is MA 3?
The directors general power to manage the affairs of the company
What is MA 4?
The shareholders reserve power to prevent the directors from taking certain actions. The shareholders can exercise this by special resolution
Which MA says that a director can call a board meeting on reasonable notice?
MA 9(1)
Which MA sets out the requirements for such notice of a board meeting and what are they?
MA 9(2) the proposed time and date of the BM, the location etc
Which MA says that at a board meeting, directors can take decisions by a simple majority?
MA 7(1)
Which MA states that the quorum for a board meeting must never be less than 2?
MA 11(2)
Which MA says that the board can appoint a chairperson And which MA says that the chairperson will have the casting vote?
MA 12(1) and MA 13(1)
Which section of CA 2006 says that the directors can call a general meeting?
s302
Which section of CA 2006 says that notice of a GM needs to be served on every eligible member and every director?
s310(1)
Which section of CA 2006 contains the rules on deemed service?
s1147
Which section of CA 2006 states that the quorum for GM of a single member company is 1?
s318(1)
Which section of CA 2006 states that the quorum for GM of company which is not single-member is 2?
s318(2)
What is the stat ref for voting on a show of hands?
s284(2)
What is a poll vote and what is the stat ref?
s284(3) - where each member has a vote in respect of each share owned by them
Who can demand a poll vote as per MA 44(2)?
1) the chairperson
2) the directors
3) two or more persons having the right to vote on the resolution
4) a person having no less than one tenth of the total voting rights of all shareholders having the right to vote on the resolution
Which section of CA 2006 says that the right to demand a poll vote cannot be excluded by the company’s articles?
s321
Which section says that a shareholder can appoint a proxy to vote on their behalf?
s285
Which section states that a copy of all special resolutions need to be forwarded to the registrar within 15 days?
s30(1)
