Board Meeting 1 Reports – company update
Potential board resolutions
- Propose a written resolution
Standard points - New director – MA17 (1)(b) (note: is a OR option too)
• Called by any director or the company - Accept director resignation – MA18 (f)
secretary MA9(1) - New secretary – MA 3 and 5 (note: no obligation to have a secretary in a priv
• Notice period – reasonable on what’s usual company s. 270(1))
for the company (Browne v La Trinidad) - Resignation of secretary - NA
• Quorum – 2 (MA 11(2)) AGENDA - New chairman – MA12(1) – voted for by directors
• Voting – by majority (MA 7(1)), but note at - Remove chairman – accept resignation
MA 14 – conflicts of interest, will not count in - Approval of share transfer (subscriber shares) – S. 112(2) , 544(1), MA 26
quorum or vote. MA 13 – chairperson casting - Change of accounting reference date – s.392(1)
vote - Change of registered office – s87(1)
- Appoint auditors - S485(3)
- Corporate representative – s.323(1)
Approve written resolution procedure - Regarding a loan – BR to approve terms and one to authorize a signatory
S288(2) – this cannot be used to remove a (a) director or (b) auditor before the end of their term
s.289(1) - the eligible members are the members who would have been entitled to vote on the
resolution on the circulation date, if there are changes on the day, it is those on the first copy
s.283(3)(a) – where it is a SR through WR, it has to be stated as an SR
s. 291(4)(a) - The resolution must be accompanied by instructions to the shareholders as to how to Requires s/holder approval (so need a GM)
- NOTE: s.281(3) – in the absence of a specified resolution, it is an O
signify agreement to the resolution. Needs to identify the lapse date (ss.291(4)(b) and
- Change of company name – SR - (s.283(1) and s.283(4))
s.297(1) - if it is not passed before the end of (a)the period specified for this purpose in the
- Appoint a director – OR - (MA 17 (1)(b))
company's articles, or (b)if none is specified, the period of 28 days beginning with the circulation
- Granting a fixed term service contract for director – OR – s.188(2)
date
- Amend articles of association – SR - s.21(1)
Direct the company secretary to send or submit the resolution to each member (s.291(2)) and to
send a copy of the written resolution to the auditors (s.502(1))
Approve notice for GM
- s.311 – date, time, place
- S.286(6) – wording of SR – s.283(6)(a) SR need to be stated that th
are SRs
- S.325(1) – statement that a member may appoint a proxy
Instructions to secretary (post-meeting matters) – see last slide for
more info
- File relevant forms Call GM to pass resolutions - s.302
CLOSE/ Get secretary to send out notice in accordance with s.308 to
ADJOURN - Update registers
- Minutes every member of the Company (s.310(1)(a)); and
ii) every director of the Company (s.310(1)(b))
Get secretary to deal with post-meeting matters
Potential board resolutions
- Propose a written resolution
Standard points - New director – MA17 (1)(b) (note: is a OR option too)
• Called by any director or the company - Accept director resignation – MA18 (f)
secretary MA9(1) - New secretary – MA 3 and 5 (note: no obligation to have a secretary in a priv
• Notice period – reasonable on what’s usual company s. 270(1))
for the company (Browne v La Trinidad) - Resignation of secretary - NA
• Quorum – 2 (MA 11(2)) AGENDA - New chairman – MA12(1) – voted for by directors
• Voting – by majority (MA 7(1)), but note at - Remove chairman – accept resignation
MA 14 – conflicts of interest, will not count in - Approval of share transfer (subscriber shares) – S. 112(2) , 544(1), MA 26
quorum or vote. MA 13 – chairperson casting - Change of accounting reference date – s.392(1)
vote - Change of registered office – s87(1)
- Appoint auditors - S485(3)
- Corporate representative – s.323(1)
Approve written resolution procedure - Regarding a loan – BR to approve terms and one to authorize a signatory
S288(2) – this cannot be used to remove a (a) director or (b) auditor before the end of their term
s.289(1) - the eligible members are the members who would have been entitled to vote on the
resolution on the circulation date, if there are changes on the day, it is those on the first copy
s.283(3)(a) – where it is a SR through WR, it has to be stated as an SR
s. 291(4)(a) - The resolution must be accompanied by instructions to the shareholders as to how to Requires s/holder approval (so need a GM)
- NOTE: s.281(3) – in the absence of a specified resolution, it is an O
signify agreement to the resolution. Needs to identify the lapse date (ss.291(4)(b) and
- Change of company name – SR - (s.283(1) and s.283(4))
s.297(1) - if it is not passed before the end of (a)the period specified for this purpose in the
- Appoint a director – OR - (MA 17 (1)(b))
company's articles, or (b)if none is specified, the period of 28 days beginning with the circulation
- Granting a fixed term service contract for director – OR – s.188(2)
date
- Amend articles of association – SR - s.21(1)
Direct the company secretary to send or submit the resolution to each member (s.291(2)) and to
send a copy of the written resolution to the auditors (s.502(1))
Approve notice for GM
- s.311 – date, time, place
- S.286(6) – wording of SR – s.283(6)(a) SR need to be stated that th
are SRs
- S.325(1) – statement that a member may appoint a proxy
Instructions to secretary (post-meeting matters) – see last slide for
more info
- File relevant forms Call GM to pass resolutions - s.302
CLOSE/ Get secretary to send out notice in accordance with s.308 to
ADJOURN - Update registers
- Minutes every member of the Company (s.310(1)(a)); and
ii) every director of the Company (s.310(1)(b))
Get secretary to deal with post-meeting matters
