WS1 Resolutions Flashcards
What is the procedure for passing a board resolution at a Board Meeting?
Taken by majority vote, on a show of hands.
What happens if there is deadlock at a BM among directors?
Chairman [if appointed] has a casting vote
When is a BM quorate?
Must never be less than two, but can be higher if amended in articles.
When can a BM be bypassed?
Unanimous agreement of all directors, by any means {e.g.} phone discussion, but written record of decision must be kept.
What kind of companies are exempt from BM procedures?
Companies with one directo
What is an ordinary resolution?
A resolution passed by a simple majority - more than 50% of votes [e.g. 51% and over]
What is a special resolution?
A majority of not less than 75% [inclusive of 75%]
What is difference between show of hands v poll vote at a shareholder GM?
Show of hands - each member gets 1 vote
Poll - Every shareholder has one vote in respect of each share held
Is there a right to appoint a proxy?
Yes - a member can appoint a proxy
Quorum for a GM?
Two qualifying persons [members including companies / representatives] unless a single shareholder company.
How do written resolutions for shareholders work?
Relevant majority is counted out of all shareholders entitled to vote on the resolution, as opposed to those present and voting at a meeting.
What actions cannot be passed by written resolution?
Removal of a director
Removal of an auditor
