BOARD MEETING PROCEDURE PLAN
BOARD MEETING (BM)
CALLING A BOARD MEETING WHO CAN CALL A BM ?
MA 9(1) any one of the directors can call a board meeting or authorise the company
secretary.
NOTICE NOTICE MUST BE GIVEN
MA 8(3) a board meeting can be called by giving notice of the meeting to the directors
of the company.
MA 9(1) states that a director should give notice of the board meeting before it takes
place. This must be reasonable notice. Re Holmer
MA 9(3) notice of a board meeting does not need to be in writing, it can be given orally
[Browne v La Trinidad 1887].
MA 9(3) Notice must be given to each director wherever he is.
THE NOTICE MUST INCLUDE
MA 9(2)
(a) The proposed date and time of the meeting.
(b) Where the meeting is to take place.
(c) If it is anticipated that the directors are not going to be in the same place, how
they will communicate with each other during the meeting.
MA10(1) Text message or IM/video calls are possible means provided directors can
communicate to the others info or opinions they have: MA 10(1).
→ “Need not be in writing” (MA 9(3)) – may be orally.
To each director wherever he is: MA 9(3).
DECLARATION OF INTEREST - Find out if they need to declare interest or not.
- Mention: it is always good practice to declare interest anyways.
QUORUM MA 11(2) quorum for a board meeting with the model articles for private companies is
two directors.
Unless total number is one director: MA 7(2).
Note: Directors who have a personal interest in a matter may be prevented from counting in the
quorum under the articles.
DIRECTORS INTERESTED IN ACTUAL/ PROPOSED TRANSACTION
MA 14(1) prevents directors who are interested in an actual or proposed transaction or
arrangement with the company from forming part of the quorum unless 14(3) exception
applies.
MA 14(3) excepts: (a) the company by ordinary resolution disapplies the article which
would otherwise prevent the director and (b) the directors interest will not give rise to a
conflict of interest OR (c) the directors conflict of interest arises from a permitted cause.
DIRECTOR NOT PHYSCIALLY PRESENT AT MEETING
MA 10: a director may participate in a meeting anywhere so long as he can
communicate information and opinions to the other directors and vice versa.
VOTING DIRECTORS CAN VOTE FOR OR AGAINST AT A BOARD RESOLUTION
MA 7(1) Each director has one vote at a board meeting and all resolutions may be
passed by majority vote. (by show of hands)
Each director are physically present at the board meeting, voting will usually take
place by a show of hands (raising a hand) or by oral assent or dissent (saying
‘yes’ or ‘no’)
MA 10 voting may be more flexible, taking place using electronic means – by phone or
video call, or even by text or instant messaging.
→ In the event of a deadlock, the chairman of the meeting may use his casting
vote (MA 13).
▪ The chairman cannot use his casting vote if he is unable to participate in
the quorum (MA 13(2)).
▪ The chairman cannot use his casting vote to make a negative prevail.
▪ Practical point: if possible, it is best to take decisions by a majority rather
than by casting vote; more authoritative.
→ Certain resolutions require shareholder approval.
→ The vote at the FIRST board meeting will be a resolution to [grant X a director’s
service contract for a fixed term of 3 years/approve an SPT] “subject to the
BOARD MEETING (BM)
CALLING A BOARD MEETING WHO CAN CALL A BM ?
MA 9(1) any one of the directors can call a board meeting or authorise the company
secretary.
NOTICE NOTICE MUST BE GIVEN
MA 8(3) a board meeting can be called by giving notice of the meeting to the directors
of the company.
MA 9(1) states that a director should give notice of the board meeting before it takes
place. This must be reasonable notice. Re Holmer
MA 9(3) notice of a board meeting does not need to be in writing, it can be given orally
[Browne v La Trinidad 1887].
MA 9(3) Notice must be given to each director wherever he is.
THE NOTICE MUST INCLUDE
MA 9(2)
(a) The proposed date and time of the meeting.
(b) Where the meeting is to take place.
(c) If it is anticipated that the directors are not going to be in the same place, how
they will communicate with each other during the meeting.
MA10(1) Text message or IM/video calls are possible means provided directors can
communicate to the others info or opinions they have: MA 10(1).
→ “Need not be in writing” (MA 9(3)) – may be orally.
To each director wherever he is: MA 9(3).
DECLARATION OF INTEREST - Find out if they need to declare interest or not.
- Mention: it is always good practice to declare interest anyways.
QUORUM MA 11(2) quorum for a board meeting with the model articles for private companies is
two directors.
Unless total number is one director: MA 7(2).
Note: Directors who have a personal interest in a matter may be prevented from counting in the
quorum under the articles.
DIRECTORS INTERESTED IN ACTUAL/ PROPOSED TRANSACTION
MA 14(1) prevents directors who are interested in an actual or proposed transaction or
arrangement with the company from forming part of the quorum unless 14(3) exception
applies.
MA 14(3) excepts: (a) the company by ordinary resolution disapplies the article which
would otherwise prevent the director and (b) the directors interest will not give rise to a
conflict of interest OR (c) the directors conflict of interest arises from a permitted cause.
DIRECTOR NOT PHYSCIALLY PRESENT AT MEETING
MA 10: a director may participate in a meeting anywhere so long as he can
communicate information and opinions to the other directors and vice versa.
VOTING DIRECTORS CAN VOTE FOR OR AGAINST AT A BOARD RESOLUTION
MA 7(1) Each director has one vote at a board meeting and all resolutions may be
passed by majority vote. (by show of hands)
Each director are physically present at the board meeting, voting will usually take
place by a show of hands (raising a hand) or by oral assent or dissent (saying
‘yes’ or ‘no’)
MA 10 voting may be more flexible, taking place using electronic means – by phone or
video call, or even by text or instant messaging.
→ In the event of a deadlock, the chairman of the meeting may use his casting
vote (MA 13).
▪ The chairman cannot use his casting vote if he is unable to participate in
the quorum (MA 13(2)).
▪ The chairman cannot use his casting vote to make a negative prevail.
▪ Practical point: if possible, it is best to take decisions by a majority rather
than by casting vote; more authoritative.
→ Certain resolutions require shareholder approval.
→ The vote at the FIRST board meeting will be a resolution to [grant X a director’s
service contract for a fixed term of 3 years/approve an SPT] “subject to the
