Directors Meetings - Company Formation - UK Registration Services
The period of notice required to arrange a meeting of the company directors
is relatively small compared to that needed for an annual general meetings. The
company constitution usually dictate how directors meetings are procured.
The following describes the various elements of how company officers can
arrange their meetings:
Period of notice for directors meetings
They are no standard set periods of notice which have to be given. There is
also no requirement to notify directors who are absent for the UK about
meetings which are taking place.
Minimum number of officers present
Unless specified in the company's memorandum and articles of association,
the number will be deemed as two
Minutes of directors meetings
The directors should ensure that all matters discussed are fully recorded
Votes
Generally each director is given one vote to cast on matters which arise and
are discussed. The argument which receives the most votes will be deemed to
have been passed. Should there be a case where an equal number of votes are
cast for and against a particular motion, the company's chairperson will be
given an extra vote to determine the outcome of the discussion.
Directors interests
Every company officer must disclose all interests in any matter which is
relevant to the business being discussed. The articles of association may
contain provisions which stipulate the action to be taken on such disclosures.
In some cases it may mean the a director with a particular outside interest
must abstain from voting on that related matter.
Non physical directors meetings
Whilst there is currently no law prohibiting the use of the telephone for
having a board meeting, it is advisable that such a provision be added to
the company's constitution expressly permitting these type of arrangements.
Documenting resolutions
The law states that documented resolutions which contain the signatures of
all the directors will be held to be legal.
