Notice of Board Meeting
Note: The following provisions apply to companies incorporate since 1st October 2009 where 'model articles' were applicable. For companies incorporated before this date the provisions of the previous 'Table A' may apply and so articles should be carefully considered.
The management of the company and the exercise of all the powers of the company are vested in its board of directors.
Matters of policy and importance which transcend any reasonable definition of personal executive responsibility must be decided by the board at a meeting or at a duly constituted committee of the board acting within the terms of its authority. The model articles address decision making by directors (including proceedings and decisions at board meetings). However, most private companies will make some adjustments to those provisions through particular clauses within their articles. A meeting of the directors can be called by any director under their model articles. In practice, where there is a serving secretary, a board meeting will be called by the secretary acting on the instructions of the chairman. If there is no secretary, suitable alternative arrangements should be made. Note that most companies have a regular pattern of scheduled board meetings and fix dates for a calendar year at a time or follow a known pattern (e.g. the first Wednesday of the month).
It is usual to give formal written notice, but valid meetings can be arranged informally, by telephone for instance, so long as all directors agree and the arrangements are reasonable in the circumstances. The model articles allow considerable flexibility, so the company should develop a usual practice in relation to a suitable level of formality involved in the notice process and in relation to the form and contents of the notice, then observe that in relation to all board meetings. These things should be decided in the light of the company's needs and circumstances and so that the procedures and practices will be helpful to board members (e.g. as to clarity of content, ease and convenience of access etc).
The model articles do allow for waiver by a director of his right to receive notice. However it is inadvisable for this power to be used in practice, given the substantial responsibilities of directors.
The period of notice to be given of a meeting is not laid down by the Companies Acts or the model articles, but it must be reasonable and in accordance with the company's usual practice.
Under the previous Table A regulations, it was not necessary to give notice to a director who is absent from the UK. This provision is outdated in the modern world and will not be appropriate to many companies. Older companies are advised to adjust it by appropriate clauses in the company's own articles.
The notice of meeting will normally have an agenda attached and be accompanied by reports, management or other accounts and other documents which are to be discussed at the meeting. Every director should receive each item circulated and circulation should be far enough in advance to allow board members time to read and consider the items properly before the meeting date.
Subject to willingness of board members to use electronic communications and to suitable practical arrangements regarding access and, of course, to adequate security, many companies and their boards find it most convenient to distribute such material through secure electronic communications facilities.
Alternatively a resolution in writing, which all directors who would have been eligible to vote on the matter if it was proposed at a meeting signify their consent to in writing, is valid.
After the document(s) have been signed or otherwise consented to in writing by all directors, a record of it must be created and retained (e.g. in the directors' minute book).
The ability to use several documents, provided each eligible director signifies his consent to the resolution in writing, avoids delays in circulating a single document by post amongst the directors and, subject to appropriate security measures and verifications, email, web site postings, fax and other methods of instant and electronic communication can be used to accelerate the process. Note that the model articles refer to items in 'electronic form' as defined under Section 1168 of the Companies Act 2006 as being included in the term 'writing'.
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