BM Procedure Flashcards
How is a new director appointed (MAs)?
17(1)(a) - ordinary resolution
17(1)(b) - decision of the director.
What are the steps required to appoint a new director under the procedure in MA 17(1)(b).
BM1
Post-Meeting (write minutes of board meeting s.248(1)).
GM
BM2
PMMs
What happens in BM1?
Approve form of notice of GM (ss.311, 325(1)).
Pass resolution to call GM (s.302) to approve X.
Direct company secretary to give notice of GM in accordance with s.308.
Direct company secretary to deal with post-meeting matters
What notice is required for a GM?
What quorum is required?
14 clear days to all shareholders (307(1) / 360(2)).
Two or one, if only one member (318(2) / 318(1)).
What form of voting will be required to appoint the new director?
Simple majority (s.282(3))
Show of hands (unless poll demanded in accordance with MA 42).
What happens at BM2?
Report resolution passed at GM.
Propose board resolution to approve appointment of X.
Close board meeting.
What post-meeting matters happen after BM2?
Write up minutes of GM and BM2 (s.355(1) and s.248(1))
form AP01 notifying appointment of directors within 14 days (167(1))
Update company’s register of directors (s.162(1)).
How can notice for the GM be shortened?
s.307 - two-stage test.
How does meeting documentation differ if a GM is called at short notice.
only one set of board minutes as BM adjourned to allow time for GM than resumed.
What is the procedure to pass a written resolution?
BM1
Adjourn
Reconvene GM1
What happens, if appointing a new director via written resolution at BM1?
Propose written resolution (s.288(3)(a)).
Form of written resolution:
Designate as special? (283(3)(a)).
Instructions to shareholders on how to ‘vote’ (s.291(4)(a) and s.296) and specify lapse date (ss.291(4)(b) and 297)
Direct secretary to send resolution to each member (s.291(2) and to auditors s.502(1)).
What happens, if appointing a new director via written resolution during BM1 adjournment?
Shareholders signify agreement to the resolution s.296(1). Passed when required majority signify their agreement to it (s.296(4) / s.282(2)).
What happens, if appointing a new director via written resolution when BM1 reconvened?
Report that ordinary resolution has been passed to appoint new director.
Direct secretary to deal with post meeting matters (BR)
What happens, if appointing a new director via written resolution after BM1?
Board minutes
Keep copy of written resolution (s.355(1)(a), for at least 10 years (s.355(2)).
form AP01 notifying appointment of directors within 14 days (s.167(1))
Update company’s register of directors (s.162(1)).
What happens if a shareholder is a company?
The company may authorise a person to act as its representative (s.323).
