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Board Meetings - Coggle Diagram
Board Meetings
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Quorum
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If the articles are silent, a majority of directors will be required to attend
The model articles provide that the quorum for a board meeting can be determined by a decision of the directors but it must not be less than two
Not all directors present at a meeting will count towards the quorum eg if a director is not entitled to vote on a matter
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Board Decisions
If the votes for and against are equal, the decision is lost
Private companies
The model articles provides that any decision of the directors must either be a majority decision at a meeting or a decision taken in accordance with article 8
Article 8 provide that a decision of the directors can be taken without a board meeting if all the directors eligible to vote on the matter indicate to each other by any means that they share a common view on the matter
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Public companies
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Any director may propose that a decision be taken by a directors WR by giving notice of the proposed resolution to the other directors
Minutes
CA2006 provides that every company must record all minutes of proceedings at directors meeting and must keep these records for at least 10 years from the date of the meeting
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The principal method by which directors exercise their managerial powers is by making decisions at board meetings