Procedure Table A Articles - Business Law and Practice

• TA88: must be given to all the Ds before the meeting (but not if he’s out of the UK)

• Re Homer: it must be reasonable notice

• Re Trinidad: Notice may be oral

• Apply to the facts: has there been reasonable notice? If so, why?

In a Proposed Transaction (s.177)

• Direct or indirect (e.g. a spouse) interest, then it must be declared to the other directors (s.177(1))

• There are some exceptions:

  • D is not aware of either the interest or transaction (s.177(5))

  • If interest cannot reasonably be regarded as likely to give rise to a conflict of interest (s.117(6)(a))

  • If other Ds are already aware (s.117(6)(b))

  • If it concerns the terms of his service contract (s.117(6)(c))

  • A sole D need not make a declaration

• However, regardless of the above exceptions, it is always good practice to declare any interest

• The nature and extent of his interest must be made:

  • Before the transaction is entered into (s.177(4))

  • At a BM or by notice in according with s.184 (in writing to other Ds) or s.185 (general notice)

  • If becomes inaccurate, a further declaration needed (s.177(2))

• The effects of making the declaration are that:

  • The D can’t vote or count in the quorum (TA95)

  • Unless: TA94 exceptions:

    • The interest is a guarantee/indemnity that benefits the members

    • The interest is that shares are being subscribed to

  • Members can by OR suspend or relax the TA95 provision temporarily (TA96)

In an Existing Transaction (s.182)

• Direct or indirect (e.g. a spouse) interest (s.182(1))

• The same exceptions as above

• The nature and extent of his interest must be made:

  • As soon as reasonably practicable (s.182(4))

  • At a BM (s.182(2)) or by notice as per s.184 (in writing) or s.185 (general notice)

  • Further declaration made if it becomes inaccurate (s.182(2))

• The effects of making the declaration are the same as above

• A D who fails to declare under s.183 commits a criminal offence

• Apply to the facts: what is the interest? Has the declaration been made?

• After due and careful consideration, the Board resolves to:

1. Call a GM or circulate a WR (s.302)

2. [adopt new articles SR (s.21)]

3. [appoint a new director, effected when resolution says]

4. [approve and circulate the proposed buy-back contract]

5. [approve the draft terms of the loan [subject to GM] – s.197]

6. [call a GM for S’holders to pass OR for the proposed loan to D - s.197]

7. [approve the terms of the contract [subject to GM]]

8. [approve the wording of the signage and order it]

9. [approve to change the name SR (s.77)]

10. [authorise 2 Ds to sign – ss.43/44]

11. [change accounting reference date – s.392]

12. [change the address of the registered office – s.87]

13. [change the stationary]

• Apply to the facts: have these been passed? See TA95 on ability to vote. What combination of Ds are needed to pass?

• Director (s.302)

• Shareholder (s.305(1)):

  • They must first request Ds to call one (s.303)

  • The members together must own 5% of voting rights

  • Ds then have 21 days to call a GM not to be held more than 28 days after notice calling the meeting

• Court (s.306)

• Auditor (s.518)