Please enable JavaScript.

Coggle requires JavaScript to display documents.

Company decision-making, types of resolutions, director may not count in…

- - - - meeting
        
        board resolutions passed by simple majority (over 50% of those present must vote in favour for res to pass)
      - voting= show of hands.
        
        each director has 1 vote.
        
        if director appt as chair of board= will have casting vote (1 extra vote) in event of tie. only used if in favour of resolution
      - unanimous decisions
        
        in order to make decision, directors must vote unanimously in favour of resolution or will not validly pass
        
        MA 8- pass BR in form of resolution in writing/other method if indicated to each other they have common view on matter
        
        dont need to have physical board meeting
        
        MA 7 - any decision of the directors must be either a majority decision at a meeting or a decision taken in accordance with article 8.
    - - MA 9
      - notice must be reasonable- depends on facts
      - doesnt have to be in writing, but must include date, time and place of meeting & method of communication
    - - provided in MA 11
      - quorum of 2 directors must be present at all times during BM
      - minimum number of directors needed to be present to make meeting valid
      - if there is a quorum present= meeting is quorate
    - - s. 177 - if director has personal interest in proposed trans/arrang., must declare the nature AND extent of their interest to board
        
        s.177(6) / s.182(6) EXCEPTIONS (dont need to declare)
        (1) wont give rise to conflict of interest;
        (2) other directors aware of interest;
        (3) terms of director's service contract being discussed
      - s.182- existing transaction
- - - - AND companys confirmation statement- wihtin 14 days of its confirmation day (date of incorp)
- - - - when board want shareholders to pass shareholders resolution
      - when shareholders have requested the board call a meeting so they can pass 1 or more resolutions
    - - must be given in hard copy/ electronic form/ website/combo
      - s.311: notice must specifically set out
        
        time. date and place
        
        general nature of business
        
        if special resolution proposed- exact wording of special res
        
        each shareholders right to appoint proxy to attend on behalf
      - directors must give notice to every shareholder and every director and auditor (if one).
    - - minimum notice= 14 clear days
        
        does not include the day notice deemed received by shareholders or day of GM itself (14 days in between). e.g. mon 1st nov notice sent. 2nd nov-15th nov (14 clear days). so day after meeting held = 16th nov (earliest but can be after this)
        
        a week and one day after meeting called (notice handed out)
        
        HOWEVER- if notice sent out by post/email, it is deemed received 48 after notice posted/emailed--> 2 weeks and 3 days after meeting called. e.g. mon 1st nov notice sent. 3rd nov-17th nov (14 clear days). so day after meeting held = 18th nov
        
        2 weeks and three days after
      - short notice
        
        when company wants a decision to be passed very quickly e.g. later date or straight away
        
        for GM to be validly held on short notice, need:
        consent of majority in number of shareholders who hold 90% or more of voting shares between them
        
        95% for plc
    - - s.318 CA
        
        quorum= subject to companys articles, quorum of GM is 2
        
        BUT where company only has 1 shareholder, qurorum= 1
        
        only votes of those that attend are taken into account e.g. 2 votes to 0 (even though 2 did not turn up)--> res passed. 100% voted in favour
      - MA 42
        
        voting by show of hands, and
        
        each shareholder as 1 vote
        
        where shareholder has personal interest in matter
        
        shareholders not prevented from counting in quorum or voting if have personal interest (SH. own company - their personal interests seen as same as companys interests)
        
        2 EXCEPTIONS: where resolutions are...
        (1) to buy back some/all shareholders shares (could be voting in own interest)
        (2) an ordinary resolution to ratify directors breach of duty under s.239 where director is also shareholder (will bote to favour of ratifying)
        
        where director is shareholder, at general meeting, they would be acting as shareholder so could vote and count in quorum (unless the 2 exceptions apply)
        BUT... person would be prevented from counting in quorum and voting at a board meeting
        
        shareholder can still physically vote BUT vote will not be counted
    - - where the shareholders vote in general meeting on the basis of 1 vote for each share they own, instead of usual 1 vote per person. e.g. 500 shares= 500 votes
      - poll vote may be demanded by:
        
        chair
        
        directors
        
        2 or more people who have right to vote on res
        
        person(s) representing1/10 or more of total voting rights of all shareholders
      - can be demanded before GM, during GM (before voting happens or after shareholders already voted on show of hands)
        if vote called after noting on hands, vote will override the show of hands if outcome is different
    - - directors must call it within 21 days
        AND
        meeting must be held no later than 28 days from date of notice of meeting
        
        --> max time is 7 weeks (49 days)
      - i.e. requisitioning a GM
  - - - doc sets out text of ordinary/special resolution and the shareholder needs to sign and return written res if they want to vote in favour of ti. if sent by post/email- each SH receives own copy to sign and return
      - alternative to general meeting- board of directors will hand out/post/email a written resolution or place the res on a website
    - - lapse date= 28 days (unless articles state otherwise). day of circulation of written resolution includes the 28 days e.g. circulated 1st june= deadline= 28th june
    - - method of voting= 1 vote for each share (can lead to diff outcome if GM default used)
      - for ordinary res= over 50% of eligible members
        for special= 75% or more
      - attendance all eligible shareholders taken into account (if % -75 more or 50, passes or not)
    - - directors can circ
      - shareholders who have 5% or more of voting rights are entitled to equire company to circulate
        
        companys articles can reduce this below 5% but not higher
        
        shareholders can require company to circulate it with 1k-word statement on subject matter
        
        AND company must circ these within 21 days of SH request
        
        SH pay for expenses