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Procedure for Table A Articles Part of the corporate lawyer's role is to identify the necessary decisions which a client's proposal entails and to advise the client on the best way of achieving these. In turn the lawyer will likely draft all the documentation necessary to support the method chosen.
Board Meeting 1
? Apply to the facts: who has called it?Notice
TA88: Any one director may call a BM or authorise a secretary to do so?
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?
Only directors, alternatives and secretaries may attend Only directors and alternatives form part of quorumMinimum number is 2 (TA89) unless otherwise stated in special ArticlesIf inquorate, consider disapplying TA95 by TA96 by members' OR to allow them to countChair has final say if it is unknown whether someone should count in quorum (TA98)Can still attend even if can't vote (Hayes v Bristol Plant Hire)
? Apply to the facts: who has to turn up? If not, only proposal can be to call another BM. 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: o D is not aware of either the interest or transaction (s.177(5)) o If interest cannot reasonably be regarded as likely to give rise to a conflict of interest (s.117(6)(a)) o If other Ds are already aware (s.117(6)(b)) o If it concerns the terms of his service contract (s.117(6)(c)) o A sole D need not make a declarationHowever, regardless of the above exceptions, it is always good practice to declare any interestThe nature and extent of his interest must be made: o Before the transaction is entered into (s.177(4)) o At a BM or by notice in according with s.184 (in writing to other Ds) or s.185 (general notice) o If becomes inaccurate, a further declaration needed (s.177(2))The effects of making the declaration are that: o The D can't vote or count in the quorum (TA95) o Unless: TA94 exceptions:
? The interest is a guarantee/indemnity that benefits the members
? The interest is that shares are being subscribed to o Members can by OR suspend or relax the TA95 provision temporarily (TA96)?
Declaratio n of Interest
In an Existing Transaction (s.182)Direct or indirect (e.g. a spouse) interest (s.182(1))The same exceptions as aboveThe nature and extent of his interest must be made: o As soon as reasonably practicable (s.182(4)) o At a BM (s.182(2)) or by notice as per s.184 (in writing) or s.185 (general notice) o Further declaration made if it becomes inaccurate (s.182(2))The effects of making the declaration are the same as aboveA 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?
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