WS 3 Decision Making

Question 1

Appointing a director (summary)

Answer 1

Directors can appoint a new director MA 17(1)(b). The company must update its register of directors s162 and register of directors’ residential addresses s165, and must notify the registrar within 14 days s167(1)(a) using AP01.

Or by OR of shldrs - MA 17(1)(a)

Question 2

Change articles (summary)

Answer 2

A company may amend its articles by SR s21. These must be filed with the registrar s26 along with a copy of the SR ss29-30.

Question 3

Changing a company’s name (summary)

Answer 3

A company may change its name by SR s77. It must give notice to the registrar s78(1) using NM01 and submit a copy of the SR ss29-30. The change of name is not effective until the registrar issues a new certificate of incorporation s81.

Can change by alternate means if provided for in the articles.

Question 4

Change of registered address (summary)

Answer 4

Directors can change the registered address under their general powers MA 3 by giving notice to the registrar s87(1) using AD01. The change takes effect on notice, but the old address remains valid for service for 14 days s87(2).

Question 5

Enter routine contract

Answer 5

Directors can enter into most contracts under their general powers MA 3, and will need to authorise someone to execute the contract on the company’s behalf.

Question 6

Board Meeting: Notice

Answer 6

Any director can call a board meeting MA 9(1) by

giving reasonable notice Re Homer
to all directors MA 9(3)
in writing or otherwise MA 9(3)
with the date, time and place of the meeting and the means of communication MA 9(2)

Question 7

BM 1: Declarations of interest and what are the exceptions

Answer 7

Directors must declare any interests in proposed transactions s177 unless

the interest cannot reasonably be regarded as likely to give rise to a conflict of interest;

the other directors are already aware of the nature and extent of the interest; or

the interest concerns the director’s service contract s177(6)

Question 8

BM 1: Minimum Quorum

Answer 8

The minimum quorum is 2 directors MA 11(2).

Question 9

BM 1: What if the director has declared an interest?

Answer 9

Directors who have declared an interest cannot vote and do not count towards the quorum MA 14(1). This restriction can be disapplied by OR MA 14(3)(a).

Question 10

BM 1: Voting and how are decisions reached?

Answer 10

Each director has one vote and decisions are by simple majority MA 7(1). The Chairman has the deciding vote MA 13(1).

Question 11

Who can call a GM?

Answer 11

A GM may be called by the directors s302, members ss303-5, or by the court s306.

Question 12

Who must receive notice of a GM?

Answer 12

Members and directors s310(1)
Auditors s502(2)

Question 13

What must notice of a GM contain?

Answer 13

Specify the time, date, place and general nature of the business s311
Include a statement of the right to appoint a proxy s325(1)
Include the full text of any SR s283(6)(a)

Question 14

When must notice of a GM be given by?

Answer 14

Notice must be given at least 14 clear* days before the GM s307(1). If notice is served by post or electronically, the notice period must include an additional 48 hours for deemed service s1147. *By s360

Question 15

When can there be short notice of a GM?

Answer 15

The meeting may be held on short notice s307(4-6) if:

A majority of members agree
Those agreeing own at least 90% of the nominal value of shares
There are no specific notice period requirements that would preclude short notice

Question 16

What is the necessary quorum for a GM?

Answer 16

The quorum is 2 s318(2), unless there is only 1 member s318(1).

Question 17

What is the default method of voting at a GM?

Answer 17

The default method of voting is by a show of hands MA 42.

Question 18

When can a poll vote at a GM be demanded?

Answer 18

The Chairman MA 44(2)(a)
The directors MA 44(2)(b)
2 or more voting members MA 44(2)(c) (default in s321(2)(a) is 5 or more members)
Members representing at least 10% of voting rights s321(2)(b)
Members representing at least 10% of paid up share capital s321(2)(c)

Question 19

s282

Answer 19

An OR is passed by a simple majority

Question 20

s283

Answer 20

A SR is passed by at least 75% of the vote

Question 21

To whom must a written resolution be circulated?

Answer 21

The WR must be circulated to all eligible members s291(2). Eligible members are those who would have been entitled to vote on the date of circulation s289(1).

Question 22

What must a written resolution contain?

Answer 22

In addition to the resolutions, the written resolution should contain

A statement explaining how to signify agreement s291(4)(a)
The date on which the resolution lapses s291(4)(b). By default, this is 28 days including the date of circulation s297(1)

Question 23

s284(1)(a)

Answer 23

In a written resolution, each member has a vote for each share they own.

Question 24

When is a written resolution passed?

Answer 24

The resolution is passed when the requisite majority of votes from all eligible members have been received: for a SR at least 75% s283(2); for an OR, a simple majority s282(2).