| Unlike
general meetings, relatively little formality is required
to convene and conduct a meeting of directors. Proceedings
will normally be governed by the Articles of Association. |
| (a) |
Notice |
|
Under
Table A, no set period of notice has to be given to directors
of proposed board meetings. Note that pursuant to Regulation
88 of 1985 Table A, notice of Board Meetings does not
have to be given to a director who is absent from the
United Kingdom. |
| (b) |
Quorum |
|
Regulation
89 of 1985 Table A provides that the quorum for the transaction
of business of the directors may be fixed by the directors
and unless so fixed at any other number shall be two.
Note if Regulation 95 of 1985 Table A applies then
a director who is interested in a given resolution will
not be counted in the quorum. |
| (c) |
Minutes |
|
Minutes
of all proceedings of the directors at Board Meetings
must be taken and entered in the company's minute book
(s382(1) CA 85). |
| (d) |
Voting |
|
Unless
the Articles provided otherwise, each director is entitled
to one vote (see (e) below). Questions arising at a Board
Meeting are decided by a simple majority. Regulation 88
of 1985 Table A states that a director who is also an
alternate is, in the absence of his appointor, entitled
to a separate vote on behalf of his appointor in addition
to his own vote. Where there is an equality of votes,
Regulation 88 of 1985 Table A gives the Chairman a second
or casting vote. |
| (e) |
Disclosure
of interests in contracts and arrangements |
|
S317
CA 85 requires a director to disclose at a Board Meeting
that he is interested in a contract or proposed contract
and to state the nature of his interest either at the
meeting at which the question of entering into the contract
is first considered or, if he was not interested at that
time, at the next meeting after he became interested.
Note case law has held that a sole director is
still under an obligation to disclose his interest to
himself. |
|
Regulation
94 of 1985 Table A prevents a director from voting on
any resolution concerning a matter in which he is interested
save for specified exceptions. Normally, most Articles
will exclude Regulation 94 of 1985 Table A and insert
a modified version whereby a director may vote on such
a resolution provided he has first disclosed his interest.
Therefore, you will need to check closely each company’s
Articles of Association to determine if a director is
entitled to vote on a resolution in which he has an interest. |
| (f) |
Telephone
Board Meetings |
|
While
Table A states that the directors may regulate their proceedings
as they see fit, should the company desire to hold Board
Meetings over the telephone, it is recommended that a
specific provision be inserted in the Articles to allow
for this. |
| (g) |
Resolutions
in writing |
|
Regulation
93 of 1985 Table A provides that resolutions in writing
signed by all of the directors entitled to receive notice
shall be valid and effective. |
