Board Meetings
Generally, take decisions collectively as a board, except where they have delegated their specific
decision-making powers to an individual director
o Sole director (s.154) - can make decisions however he wants (Art.7(2) MAs), but must
keep a written record of decisions taken for 10 years (s.248(2)
Board Minutes – lawyers usually draft these before the meeting (anticipating what will
happen) and will be used within the meeting as prompt, and they can be changed post-
meeting to reflect what actually happened during the meeting
Issue Authority – MA or Summary
CA 2006
Notice Art. 9 MAs Any director may give notice, and company secretary
must be authorised by the directors to give notice
Notice must be reasonable (Re Homer)
o Depends on circumstances and the
particular company (e.g. shorter
notice is reasonable for a small
company)
Notice need not be in writing
Notice must specify proposed date, time and
place of meeting (and means of
communication if not all directors will be in
the same place)
No need to specify business of meeting, but
usually appropriate to mention this and
provide any relevant docs
Must give notice to each director (but individual
directors can waive this)
Directors not given notice have the right to
demand that another meeting be held within
a reasonable time (Browne v La Trinidad
(1887))
Quorum Art. 11(2) MAs Two directors form a quorum
N.B. sometimes a company may provide a
special article that states ‘where there is one
director...Art.11 is amended so that one
director suffices to constitute a quorum’ =
Art.11 will only be amended if the company
happens to have one director at any given
time
MAs don’t provide for alternates (company articles
must provide this separately)
Directors who attend but don’t count towards
, quorum:
Have personal interest in a matter (Art.14(1)
MAs)
Exceptions (Art.14(3) MAs):
o Interest cannot reasonably be
regarded as likely to give rise to
conflict of interest (Art.14(3)(b) MAs)
o Conflict of interest arose from one of
the following (Art.14(4)):
o Guarantee given by or to a director
for an obligation of the company; and
o Contract with the director and
company to buy shares in the
company
Where there is no quorum due to director being
excluded:
MAs don’t allow for directors to change the
quorum from two to one director (Art.11(2));
instead, shareholders can (Art.14(3)) pass an
ordinary resolution disapplying Art.14(1)
temporarily, thus allowing the director to
form part of the quorum for board meetings
relating to a specific matter, or shareholders
can alter articles to allow a director with
personal interest to form quorum
o N.B. director will still have to declare
personal interest
Attendance All directors and company secretary have the right to
attend
Others, e.g. professional advisers or shareholders,
may attend if invited by directors
Voting: how do Art. 7 MAs Each director has one vote and all resolutions
directors vote? How require a majority vote
many directors need
to vote in favour? Articles may provide that unanimous written consent
of directors will suffice to pass decisions of the board
BUT. Directors are advised to prepare fully
minuted discussions at full board meetings of
important commercial or strategic proposals
are to be voted on – this will provide evidence
for the future that the directors were
properly fulfilling their duties by giving due
consideration to all relevant issues at the time
those decisions were made
Generally, take decisions collectively as a board, except where they have delegated their specific
decision-making powers to an individual director
o Sole director (s.154) - can make decisions however he wants (Art.7(2) MAs), but must
keep a written record of decisions taken for 10 years (s.248(2)
Board Minutes – lawyers usually draft these before the meeting (anticipating what will
happen) and will be used within the meeting as prompt, and they can be changed post-
meeting to reflect what actually happened during the meeting
Issue Authority – MA or Summary
CA 2006
Notice Art. 9 MAs Any director may give notice, and company secretary
must be authorised by the directors to give notice
Notice must be reasonable (Re Homer)
o Depends on circumstances and the
particular company (e.g. shorter
notice is reasonable for a small
company)
Notice need not be in writing
Notice must specify proposed date, time and
place of meeting (and means of
communication if not all directors will be in
the same place)
No need to specify business of meeting, but
usually appropriate to mention this and
provide any relevant docs
Must give notice to each director (but individual
directors can waive this)
Directors not given notice have the right to
demand that another meeting be held within
a reasonable time (Browne v La Trinidad
(1887))
Quorum Art. 11(2) MAs Two directors form a quorum
N.B. sometimes a company may provide a
special article that states ‘where there is one
director...Art.11 is amended so that one
director suffices to constitute a quorum’ =
Art.11 will only be amended if the company
happens to have one director at any given
time
MAs don’t provide for alternates (company articles
must provide this separately)
Directors who attend but don’t count towards
, quorum:
Have personal interest in a matter (Art.14(1)
MAs)
Exceptions (Art.14(3) MAs):
o Interest cannot reasonably be
regarded as likely to give rise to
conflict of interest (Art.14(3)(b) MAs)
o Conflict of interest arose from one of
the following (Art.14(4)):
o Guarantee given by or to a director
for an obligation of the company; and
o Contract with the director and
company to buy shares in the
company
Where there is no quorum due to director being
excluded:
MAs don’t allow for directors to change the
quorum from two to one director (Art.11(2));
instead, shareholders can (Art.14(3)) pass an
ordinary resolution disapplying Art.14(1)
temporarily, thus allowing the director to
form part of the quorum for board meetings
relating to a specific matter, or shareholders
can alter articles to allow a director with
personal interest to form quorum
o N.B. director will still have to declare
personal interest
Attendance All directors and company secretary have the right to
attend
Others, e.g. professional advisers or shareholders,
may attend if invited by directors
Voting: how do Art. 7 MAs Each director has one vote and all resolutions
directors vote? How require a majority vote
many directors need
to vote in favour? Articles may provide that unanimous written consent
of directors will suffice to pass decisions of the board
BUT. Directors are advised to prepare fully
minuted discussions at full board meetings of
important commercial or strategic proposals
are to be voted on – this will provide evidence
for the future that the directors were
properly fulfilling their duties by giving due
consideration to all relevant issues at the time
those decisions were made
