Exam (elaborations)
Passing a Resolution Table
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Very useful for exams... table with directors and shareholder meetings and written resolutions, including notice, quorum and voting for each.
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Type of Resolution Notice Quorum VotingDirectors Board Art 9(1) permits any one of the directors to call Art 11(2) Quorum is at least two Art 14(1) cannot vote if s177
Meeting – Board board meeting, or to authorise company people which only the directors/proxy declaration of interest made
Resolution secretary to do so. can form. (exceptions above).
Notice must be reasonable (Re Homer District Table A art 89 allows alternates to Table A art 94 restrictions on
Consolidated Gold Mines, ex parte Smith) – this form quorum. directors voting, table A art 94(c)
will depend upon the circumstances of the exceptions.
company. Art 11(2) can be amended to more
but must be at least two. Art 7(1)/Table A art 88 one vote per
Art 9(2) no need for notice to be in writing. May director and all resolutions passed by
be oral (Browne v La Trinidad). Art 14(1) if s177 declaration made, majority vote.
director cannot from forming part of
Art 9(2) the notice must specify the proposed the quorum Deadlock – fails.
date, time, place and means of communication if Exceptions…
the directors are not in the same place. Art 14 (3)(b) director may form part At BM - show of hands/oral ‘yes/no’.
Art 10(1) calls and texts all possible means of of quorum if interest cannot be Art 10 more flexible, using electronic
holding a meeting, provided directors can reasonably be regarded as likely to means – phone/video call/text/IM
communicate any information or opinions. give rise to a conflict of interest. (Table A does not permit electronic
If the conflict of interest arose from voting).
No need to specify business of the meeting (La one of three permitted causes in
Compagnie de Mayville v Whitley) – practical to Art14(4) director may still form part Chairman…
include with notice with any documents that it of the quorum: Art 12(1)/Table A art 91 has control
would be helpful to review for the meeting. (a) a guarantee given by to a director of agenda and meeting, although no
for an obligation; requirement for chairman.
Art 9(3) notice must be given to each director (b) a contract with the director and Art 14 (6)/Table A art 98 has final
wherever he is, although this may be waived by the company to buy shares in the decision on if director can vote and
the individual director Art 9(4). company form quorum in any dispute.
Table A art 88 no notice required to overseas Table A art 95 has same effect as art Art 13(1)/Table A art 88 has casting
directors. 14, subject to Table A art 94 vote if decision is deadlocked. (Under
exceptions. MA does not have to be formally
If notice is not given in accordance with the appointed chairman)
articles, the director(s) not given notice have the Can still attend even if not part of Art 13(2) does not have casting vote if
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