• Two types of people involved in a company:
o Directors
o Shareholders
• A person can be both a director and shareholder
• Think about the “hat” that the person is wearing when making a decision.
The role of management and of ownership are completely distinct. Whilst one person ca be
both a director or a shareholder; they will only ever be acting as one or the other.
Day- to – day decisions.
• Directors are responsible for making these general decisions, on a simple majority
basis
• Directors meet at “board meetings” to discuss and agree these decisions
• Meetings are held on reasonable notice – need minimum of two directors for
meeting to be quorate (art 11(2), private co model articles)
• Minutes are produced
Article 3 reserves the right to determine how the business is run on a day to day basis to the
directors.
Quorate just means that there are enough people there to make a meeting valid. Model
articles require a minimum of two directors be present for a meeting to be quorate.
Major Decisions.
• Made by the shareholders
• Usually these decisions impact on the share holders interests / rights in some way
• CA06 details the decisions that the shareholders are responsible for making
• These decisions are made at “general meetings”
Normally decisions that impact or effect the rights or obligations of the shareholders will be
made by the shareholders, or the shareholders have to give permission for the directors to
make those decisions on their behalf.
General Meetings.
• Usually called by the directors – gives the directors a large degree of power
• Directors will reach such a decision to “call” or “hold” a general meeting – as part of
the items discussed at their board meeting
• Directors may then adjourn their board meeting until after the general meeting has
been held
As directors often have to adjourn their meetings so that the shareholders can “authorise”
them to do certain things, the order of meetings looks a bit like a “sandwich”.
• Two types:
o AGM – Annual General Meeting
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