Chapter 16 - Company meetings and resolutions

Directors Meetings

• Notice of meeting 
  • any director can call a meeting
  • normally the chairman does
  • common for the administrator to advise the directors that a meeting is required
  • does not have to be in writing but the proposed date, time and location must be given to all directors
  • An agenda is normally circulated before the meeting so the directors know what will be discussed in advance
  • Items usually in meeting: previous points, subject of meeting, absences/attendees, quorum, documents ratified, conflicts of interests, time/location/date, next meeting 
• Conduct of meeting
  • company secretary conducts meeting in accordance with Companies Act 2006
  • chairman will run the meeting
  • chairman ensures all items are discussed 
  • chairman has casting vote in event of tie
  • quorum is ensured by company secretary - this means the minimum number of people necessary to be present in order for the meeting to have a legal effect 
• Documentation of meeting 
  • Resolutions - decisions made in directors meeting, if a director opposes a decision this should be recorded in the minutes of the meeting
  • If the directors agree unanimously a written resolution can be signed by all the directors instead of holding a meeting
  • Minutes of the meeting - must keep minutes of all directors' meetings
  • kept in minute book
  • must be accurate and show that the directors have duly discussed and considered their decisions in order to ensure they are fulfilling their duties
  • Record keeping - company recorded…