BLP Flashcards
1
Q
Board Resolution
A
- decisions of the directors
- BR at BM
- Directors have 1 vote
- simple majority unless agreed unanimity
- if all in agreement then can pass written BR so they don’t have to attend BM
2
Q
Ordinary Resolution
A
Basic pass of more than 50% within Shareholder Resolutions
3
Q
Special Resolution
A
Pass of 75% or more in Shareholder Resolutions
4
Q
Shareholder Resolution
A
- decisions of shareholder
- Passed under
- Passed in meeting with shareholders (GM)
- writing (for private companies under s288 CA2006)
- Can be through Ordinary/Special Resolution
- CA2006 or Articles stipulate what type of resolution
- written resolution = method of voting → not different type of vote
5
Q
Show of hands v poll
A
- Show of hands → 1 vote per shareholder
- Poll votes → 1 vote per share
- Poll on a resolution can either be demanded in advance of the GM or at the GM before a show of hands or right after result of that vote
- Who can demand a poll?
- chairperson of meeting
- directors
- 2 or more persons having the right to vote on a resolution
- a person of persons representing at least 10% of the total voting rights of all the shareholder entitled to vote on the resolution
6
Q
Written Resolution
A
- only private company
- where company has a share capital, every member has one vote in respect of each share held by them when voting on a written resolution
- Two types
- written ordinary resolution
- written special resolution
7
Q
What can not be passed in a written resolution?
A
- removal of directors
- removal of auditors
8
Q
Board Meetings (Calling and notice)
A
- Any D may call BM at any time or require company secretary to do so
- Reasonable notice (not necessary in writing) → could be immediately if all D in building an dit is customary
- All D must be given notice
- D can waive right to notice
- Agenda not legal requirement
- Failure to give notice → new meeting can be demanded
9
Q
Board Meetings (Quorum, Voting and Resolutions)
A
- Min 2 unless articles state otherwise
- Show of hands or oral assent (Chairpersons casting vote in event of deadlock unless amended)
- BR - simple majority required (deadlock if equality of vites and chairperson does nto have casting vote
10
Q
How long must minutes be kept for?
A
10 years
11
Q
What is the procedure for unanimous decision making (Board Meetings)
A
Can avoid the BM and be more informal provided eveyrone agrees (can even be done in writing)
12
Q
When is notice deemed served for GM if posted or emailed?
A
48 hours after sending
