board resolutions and board meeting Flashcards
who can call a BM what notice
quorum
procedure, deadlock
any director
reasonable notice
2 directors
majority ( show of hands)
deadlock - chair has casting vote
what is an alternative way then a BM
Ds can make a decision by unanimous agreement without a BM. MA8
Need to show ‘common view by any mean’.
Written proof needed- MA15
SR v OR
OR- More than 50%
SR- 75% or more
show of hands v poll vote
SH- 1v/SH
Poll- 1v/ Share
Quorum for GM
2 sh
Who can demand a poll vote at GM?
when can a poll vote be demanded?
- chair
- director
- 2 or more people with right to vote on the resolution
- members with at least 10% voting right
can be demanded:
- before a GM
- at a GM before show of hands or directly after
what is the procure for calling a GM
- BM1- held at reasonable notice, where a majority agreed to pass a board resolution to hold a GM
- notice of GM sent, 14 clear days later GM held. If notice is email/ posted its deemed delivered after 48 hours.
BM2- held on reasonable notice, where Ds are informed of the decision
what is the short notice procedure
- if the majority of the shareholder and shareholders holding 90% of voting rights agree, then GM can be held directly after BM
PMMS
- carried out by company sec
internal:
- minutes need to be kept for 10 yrs
- updating statutory books
Company house filings:
- all resolutions affecting constitution send to the registrar of companies with 15 days of being passed
- all SRs some ORs eg new share issue
Recording keeping
Written resolution procedure, who can use? voting? time?
- only private companies can use a WR
- every member has one vote per share
- if a member abstains then they are considered too have voted against it
- a majority of all members must be reached , not like meeting where its majority of those who attend
- written resolution lapses in 28 days
what is the procedure for a WR
BM1- agreement to use WR, wording of WR agreed and circulated to SHs
If shareholders are present the vote can happen there or if not preens the WR is circulated to SHs
BM reconvened/ BM2- directos informed
PMM
What % shareholder can call a GM, using what request
- 5%
- s303 request
what is the time limit for directors to call meeting?
when Ds receive the notice they have 21 days to call a GM to be held no more than 28 days after notice calling the GM
what happens if directors don’t call the GM?
If the directors fail to call a GM under s 304(1) CA 2006, all of the shareholders who submitted the s 303 request or any of them representing more than one half of the voting rights of those who submitted that s 303 request, can call a GM themselves pursuant to s 305 CA 2006.
What notice and time period must share holders follow?
can costs be recovered?
GM called on no fewer than 14 clear days notice and within 3 months of the date that directors received the s303 notice.
reasonable expenses can be recovered
