Reading...
Play button
Play button
Use LEFT and RIGHT arrow keys to navigate between flashcards;
Use UP and DOWN arrow keys to flip the card;
H to show hint;
A reads text to speech;
10 Cards in this Set
- Front
- Back
|
What is a board resolution?
|
a resolution passed by directors at a board meeting.
|
|
|
What does Article 9 MA do?
|
it gives directors flexibility in regulating their meetings providing that any director may call a board meetings at any time.
|
|
|
What does Browne v LA Trinidad stipulate?
|
The court held that reasonable notice of the board meeting was necessary and that this would be whatever notice is usual for the directors to give.
|
|
|
What is the minimum number of directors required for a board meeting to be quorate according to the Model Articles, and where in the Model articles is that found?
|
the minimum number of directors is two, and that is found in Article 11(2) MA.
|
|
|
How are board meetings passed?
|
By a majority vote on a show of hands. Each director has one vote, though the chairman may have a casting vote to prevent deadlock.
|
|
|
When will matters be referred to the shareholders?
|
1) Where a matter is outside the powers of the directors and msut be effected by a resolution of the shareholder?
eg making amendments to a company's articles of association 2) Where a matter is within the powers of the directors but requires the prior approva of the shareholders before the directors can be authorised to act. |
|
|
which section of the company's act specifies that amendments to the articles of association are to be made by special resolution of the company's shareholderS?
|
section 21 Company's Act 2006
|
|
|
section 197 Company's Act
|
A company may not make a loan to a director without the prior approval of a resolution of the shareholders. Once the shareholers have given their approval however the matter will be referred back to the Board and the Board will actually make the loan to the director on behalf of the company.
|
|
|
What is a General Meeting
|
A sharehlder meetings
|
|
|
Describe the sequence of meetings that will occur if shareholder approval is needed for a matter?
|
1) board meetings
2) GM 3) Board meeting GM Sandwich. |
