Directors Meetings
Dear All
It is crucial that you monitor compliance as to whether directors are having their board meetings and taking minutes. The following sections are crucial:
Section 73 6 - A company must keep minutes of the meetings of the board, and any of its committees, and include in the minutes—
a) any declaration given by notice or made by a director as required by section 75; andb) every resolution adopted by the board.
By not having minutes is a breach of a fiduciary duty seeing they did have any last year as well.
s 76 7 -
Resolutions adopted by the board—
a) must be dated and sequentially numbered; andb) are effective as of the date of the resolution, unless the resolution states otherwise.
Section 76 8 is also clear - Any minutes of a meeting, or a resolution, signed by the chair of the meeting, or by the chair of the next meeting of the board, is evidence of the proceedings of that meeting, or adoption of that resolution, as the case may be.
Over and above this s 76 4 states - The board of a company may determine the form and time for giving notice of its meetings, but—
a) such a determination must comply with any requirements set out in the Memorandum of Incorporation, or rules, of the company; andb) no meeting of a board may be convened without notice to all of the directors, subject to subsection (5).
Steven Firer
It is crucial that you monitor compliance as to whether directors are having their board meetings and taking minutes. The following sections are crucial:
Section 73 6 - A company must keep minutes of the meetings of the board, and any of its committees, and include in the minutes—
a) any declaration given by notice or made by a director as required by section 75; andb) every resolution adopted by the board.
By not having minutes is a breach of a fiduciary duty seeing they did have any last year as well.
s 76 7 -
Resolutions adopted by the board—
a) must be dated and sequentially numbered; andb) are effective as of the date of the resolution, unless the resolution states otherwise.
Section 76 8 is also clear - Any minutes of a meeting, or a resolution, signed by the chair of the meeting, or by the chair of the next meeting of the board, is evidence of the proceedings of that meeting, or adoption of that resolution, as the case may be.
Over and above this s 76 4 states - The board of a company may determine the form and time for giving notice of its meetings, but—
a) such a determination must comply with any requirements set out in the Memorandum of Incorporation, or rules, of the company; andb) no meeting of a board may be convened without notice to all of the directors, subject to subsection (5).
Steven Firer
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