SGS 2 - board resolutions and shareholder resolutions Flashcards

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1
Q

What is MA 3?

A

The directors general power to manage the affairs of the company

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2
Q

What is MA 4?

A

The shareholders reserve power to prevent the directors from taking certain actions. The shareholders can exercise this by special resolution

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3
Q

Which MA says that a director can call a board meeting on reasonable notice?

A

MA 9(1)

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4
Q

Which MA sets out the requirements for such notice of a board meeting and what are they?

A

MA 9(2) the proposed time and date of the BM, the location etc

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5
Q

Which MA says that at a board meeting, directors can take decisions by a simple majority?

A

MA 7(1)

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6
Q

Which MA states that the quorum for a board meeting must never be less than 2?

A

MA 11(2)

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7
Q

Which MA says that the board can appoint a chairperson And which MA says that the chairperson will have the casting vote?

A

MA 12(1) and MA 13(1)

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8
Q

Which section of CA 2006 says that the directors can call a general meeting?

A

s302

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9
Q

Which section of CA 2006 says that notice of a GM needs to be served on every eligible member and every director?

A

s310(1)

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10
Q

Which section of CA 2006 contains the rules on deemed service?

A

s1147

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11
Q

Which section of CA 2006 states that the quorum for GM of a single member company is 1?

A

s318(1)

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12
Q

Which section of CA 2006 states that the quorum for GM of company which is not single-member is 2?

A

s318(2)

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13
Q

What is the stat ref for voting on a show of hands?

A

s284(2)

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14
Q

What is a poll vote and what is the stat ref?

A

s284(3) - where each member has a vote in respect of each share owned by them

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15
Q

Who can demand a poll vote as per MA 44(2)?

A

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

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16
Q

Which section of CA 2006 says that the right to demand a poll vote cannot be excluded by the company’s articles?

A

s321

17
Q

Which section says that a shareholder can appoint a proxy to vote on their behalf?

A

s285

18
Q

Which section states that a copy of all special resolutions need to be forwarded to the registrar within 15 days?

A

s30(1)