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Although provisions in the Companies Act 2006 are not as stringent for board meetings as they are for general meetings, usually there are still several provisions within a company’s Articles of Association which govern how a board meeting should be called and held. If decisions made at a board meeting do not follow the company’s procedures as laid out within the Articles of Association the decisions made may be invalid. It is therefore essential to understand the provisions within your own Articles and where they differ from the provisions of the Model Articles. Key issues to consider when holding a board meeting include: Notice The notice for a board meeting usually need be no longer than reasonable for directors to attend. Within the Model Articles all directors must be given the notice of a board meeting, unless a specific director has waived their entitlement to receive it. The notice usually does not need to be provided in writing, but will contain details of the date, time and place of the meeting. If the directors will not be in the same place at the time of the meeting their method of communication may be included. Quorum The quorum is the number of directors that must be present at a meeting in order for the business conducted at the meeting to be valid. The quorum is usually fixed by the Articles of Association, which can specify that the quorum will be fixed by the directors (as per the Model Articles). If a director has an interest in a specific item of business within the meeting, they will usually not be allowed to vote on the item and as such might not count towards the quorum. Chairman The Chairman manages the board meeting and tries to ensure that there is fair contribution to discussions. If there is a vote which ends with a deadlock the chairman may have the casting vote if the Articles allow this. The minutes should state who the Chairman of the meeting was. Voting Normally voting at board meetings is done through a show of hands, however if some directors are voting on behalf of another director (i.e. acting as their alternate director), voting papers may be used. Minutes Under s.248 of the Companies Act 2006, minutes of board meetings must be kept for at least 10 years. The minutes are a primary source of evidence of the proceedings of the meeting so it is essential that accurate minutes are kept. For more information please visit www.wisteria-corporate.co.uk or contact a member of our company secretarial team at [email protected].
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