BPP University College Of Professional Studies Limited (BPP)
BPP University College Of Professional Studies Limited
Business Law & Practice (BLP)
Other
All-purpose BLP model procedure plan
83 views 1 purchase
Course
Business Law & Practice (BLP)
Institution
BPP University College Of Professional Studies Limited (BPP)
Model BLP procedure plan giving step-by-step guidance. Includes all necessary information + statutory references on the written resolution procedure, short notice procedure, when to adjourn/close board meetings, post-meeting matters, poll voting etc.
Condensed to one side A4.
BPP University College Of Professional Studies Limited (BPP)
BPP University College Of Professional Studies Limited
Business Law & Practice (BLP)
All documents for this subject (31)
Seller
Follow
francis_sinclair
Reviews received
Content preview
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
The benefits of buying summaries with Stuvia:
Guaranteed quality through customer reviews
Stuvia customers have reviewed more than 700,000 summaries. This how you know that you are buying the best documents.
Quick and easy check-out
You can quickly pay through credit card or Stuvia-credit for the summaries. There is no membership needed.
Focus on what matters
Your fellow students write the study notes themselves, which is why the documents are always reliable and up-to-date. This ensures you quickly get to the core!
Frequently asked questions
What do I get when I buy this document?
You get a PDF, available immediately after your purchase. The purchased document is accessible anytime, anywhere and indefinitely through your profile.
Satisfaction guarantee: how does it work?
Our satisfaction guarantee ensures that you always find a study document that suits you well. You fill out a form, and our customer service team takes care of the rest.
Who am I buying these notes from?
Stuvia is a marketplace, so you are not buying this document from us, but from seller francis_sinclair. Stuvia facilitates payment to the seller.
Will I be stuck with a subscription?
No, you only buy these notes for $7.42. You're not tied to anything after your purchase.
