Procedure plans

Question 1

First Board Meetings

Answer 1

Any director can call a board meeting ‘on reasonable notice’
- Quorum is 2

agenda (what need board resolutions)
- Appoint new directors
- appoint a chair
- authorise someone to act as a corporate representative at shareholder meetings
- change the registered office
- change the Accounting Reference Date (ARD)
- appoint the auditors
- approve the transfer of shares from old to new members
- approve notice of a GM and any draft resolutions
- call a GM on 14 days’ notice unless ‘special notice’ of 28 days is required

Notice of a GM should contain:
- exact wording of any SR
- time, date and place of meetingf
- proxy notice

Voting is unanimous or by simple majority on a show of hands

Question 2

General Meeting

Answer 2

Notice period is 14 clear days

• written resolution procedure is a possibility
• the short notice procedure reduces the standard notice period to the time it takes to gather the required consents. At least 90% eligible shareholders must agree to the short notice procedure being used
• Quorum is one qualifying for a single member company / otherwise two qualifying or as many as specified in the company’s Articles.
  Qualifying person is a shareholder or authorised representative or as proxy of either

Agenda can include:
- change of name of company - SR
- change the Articles of Association - SR
- Remove a director - OR
- Security/guarantee/loan/SPTs with a director/connected person - OR
-Directors’ long term service contracts - OR
- Approval of contract to buy own shares

Check the Articles for voting requirements. Unless they specify otherwise, voting is on a show of hands, or poll vote.

Question 3

Second Board Meeting

Answer 3

• Convene BM as first
• Agenda: chairperson reports what resolutions were passed at the GM
• any necessary action is taken
• secretary instructed