Company Procedure - Shareholder Decisions
- Possible for shareholders to call GM (see p 172-173)
Directors Written Resolutions MA 8(2)
- MA 8(1) all eligible directors must agree to proposed resolution
o MA 8(3) Eligible = able to vote at board meeting
- Copy of proposed resolution sent to every eligible director – if each director signs
copy of resolution or gives other written consent, and returns to company =
resolution is validly passed
o MA 8(4) Must be sufficient eligible members to form quorum
- Art 8 – allows unanimous decisions when directors indicate to each other by any
means that they share a common view
- MA 15 – written record of every written or unanimous board decision be kept for 10
years
- Advantage
o Allows greater flexibility – copies of resolutions do not need to be signed and
decisions of directors do not need to be taken simultaneously – resolution
will be effective when last eligible director expresses his consent
Sole director = MA 7(2) – allow to take decisions however he wishes – does not
need to make a declaration of interest, but needs to comply with admin
Change Articles, Change Registered Company
Name
Board Resolution
Notice Any director can call by giving reasonable notice - Re Homer and
MA9.
Reasonable opportunity to attend
depends on company – large company, or everyone in one
office? – few minutes will suffice
Given to all directors
MA 9(2) – indicate proposed date, time and place – or means of
communication (e.g. text messaging/instant messaging MA 10(1))
MA 9(3) – all directors, need not be in writing, can be oral (Browne)
Quorum and Declarations of Interest
2 (MA11(2)) – any 2 of the directors must be present for the meeting to
be valid.
S 177 – director needs to declare a direct/indirect interest and nature
and extent of interest in proposed transaction (existing transaction, s
182 CA 2006)
1
- Possible for shareholders to call GM (see p 172-173)
Directors Written Resolutions MA 8(2)
- MA 8(1) all eligible directors must agree to proposed resolution
o MA 8(3) Eligible = able to vote at board meeting
- Copy of proposed resolution sent to every eligible director – if each director signs
copy of resolution or gives other written consent, and returns to company =
resolution is validly passed
o MA 8(4) Must be sufficient eligible members to form quorum
- Art 8 – allows unanimous decisions when directors indicate to each other by any
means that they share a common view
- MA 15 – written record of every written or unanimous board decision be kept for 10
years
- Advantage
o Allows greater flexibility – copies of resolutions do not need to be signed and
decisions of directors do not need to be taken simultaneously – resolution
will be effective when last eligible director expresses his consent
Sole director = MA 7(2) – allow to take decisions however he wishes – does not
need to make a declaration of interest, but needs to comply with admin
Change Articles, Change Registered Company
Name
Board Resolution
Notice Any director can call by giving reasonable notice - Re Homer and
MA9.
Reasonable opportunity to attend
depends on company – large company, or everyone in one
office? – few minutes will suffice
Given to all directors
MA 9(2) – indicate proposed date, time and place – or means of
communication (e.g. text messaging/instant messaging MA 10(1))
MA 9(3) – all directors, need not be in writing, can be oral (Browne)
Quorum and Declarations of Interest
2 (MA11(2)) – any 2 of the directors must be present for the meeting to
be valid.
S 177 – director needs to declare a direct/indirect interest and nature
and extent of interest in proposed transaction (existing transaction, s
182 CA 2006)
1
