Board Meeting 1
Any D may call a BM on reasonable notice (MA 9(1)) = what’s usual for C ( Browne v La
Trinidad).
Quorum = 2 (MA 11(2)), except C has one D, where quorum = 1. Say who can vote etc.
Outline the agenda (to report on XYZ).
Declare any conflicts of interest (s.177). Propose BRs:
1. to call GM to pass SRs/ORs on ABC—give specifics;
2. to approve form of GM notice (or written resolution alternative (see below)) giving:
i. time, date, location of meeting (s.311);
ii. precise wording of SR (s.283(6)) (good practice to send same for OR);
iii. a statement that SHs may appoint a proxy (s.325(1)); and
3. to direct CS to give notice of GM in accordance with s.308 to SHs, Ds, Auditors.
Vote on a show of hands by simple majority (MA 7(1)). If deadlock: chairman (MA 13 & 39).
Adjourn (if BM2 convenes within 14 days) or close the meeting. CS PPMs = board minutes.
Written resolution procedure
Cannot be used to remove D or auditor from office before expiry of their term (s.288(2)).
C sends a copy to every eligible member (s.291(2)) accompanied by a statement of
a. how to signify agreement (s.291(4)(a));
b. the date by which resolution must be passed if it is not to lapse (s.291(4)(b)); and
c. if it’s an SR, it must be designated as such (s.283(3)(a))
If posted, it’s deemed delivered 48 hours after posting (s.1147).
If no period is specified, the resolution will lapse after 28 days from circulation date (s.297(1)(b)).
SHs signify agreement once C receives an authenticated document:
a. identifying the resolution to which it relates (s.296(1)(a)); and
b. indicating his agreement to it (s.296(1)(b)).
SRs passed by ≥75% (s.283(2)) & ORs by simple majority of all eligible votes (s.282(2)).
General Meeting
Notice = 14 clear days (s.307(1) & s.360) unless short notice procedure used (s.307(4)),
requiring:
i. a majority of SHs;
ii. holding at least 90% in the nominal value of shares to agree (s.307(5)(a) & s.307(6)(a)).
The quorum is 2 (s.318(2)) or, if there is only one SH, the quorum is 1 (s.318(1)).
If SH = C, a representative can be authorised to vote by BR of that C under s.323.
Outline the agenda e.g. propose any ORs or SRs:
1. SRs require not less than 75% of eligible voters, voting on a show of hands (s.283(1), (3),
(4)).
2. ORs require a simple majority of eligible voters, voting on a show of hands (s.282(1), (3),
(4)).
SHs have one vote each (s.283(2)) unless poll vote is demanded (MA 42), giving SHs one vote in
respect of each share held (s.284). Poll votes can be demanded by chairman, Ds, two/more
persons having a right to vote in resolutions, or one person with at least 10% of total voting rights
(MA 44).
Close GM
Board Meeting 2
Reconvene if BM1 adjourned. If BM1 closed, open BM2 and explain who calls, quorum etc.
Give agenda. Conflicted Ds cannot vote (MA 14(1)). Chair reports ORs/SRs passed.
Chair proposes BRs to: approve e.g. transactions, contracts, and to direct CS to deal with PMMs.
Close the meeting.
Post meeting matters
Update the PSC register within 14 days of changes & notify CH within another 14 days (s.790M).
The minutes of BMs (s.248(1) & MA 15) and GM (s.355(1) & (2)) are kept for at least 10 years
