You'll hold board meetings for many different reasons, regular progress and updates meetings and to manage decision making on extraordinary events.
Your articles of association will direct some of the arrangements relating to how you hold board meetings.
In particular, if you take a look at Farillio's standard articles of association, Articles 2-5 of Farillio's template contain details that you should check.
These include details like how many directors are needed to pass decisions, how directors can attend board meetings or make decisions when there is no meeting proposed, etc.
What do you need for holding board meetings?
You will/may need:
There's no magic to agendas. Just ensure they are clear and, ideally, circulated in advance so that those attending can come prepared to discuss the items listed – and if need be, to respond by circulating their own reports or pre-reading for attendees.
You can use Farillio's standard agenda template to create yours.
Our general board minutes, in our standard template above, record the general discussions at the board meeting and any key decisions made.
It's good to keep them to a consistent format.
We also have tailored templates to cover particular decisions that you may make, for example:
You are required to keep minutes of meetings.
Keep them in a safe, secure place. You may be asked to disclose them in certain circumstances – for example, if you're taking on investment or selling your business.
They should otherwise be kept confidential and accessible only to those who have a need to have access to them on a regular basis.
8. Proposed shareholder resolutions for circulation
Some decisions that you may want to make will require shareholder approval.
Again, your articles of association will generally cover some of the detail and you may also find further detail contained in your shareholder agreement(s) too. Always cross check these first or keep a handy summary somewhere of what these say.
Articles 16 to 18 of Farillio's template articles of association cover some of the detail.
The law always has a say in what shareholders can and must decide and for what the directors must obtain shareholder approval, to ensure they're acting lawfully.
For a quick overview of what the law says shareholders may decide and how they may decide on matters (e.g. how many votes you need for shareholders to agree to particular activities proposed by the board), take a look at the infographics setting this out in our guide to shareholder ordinary and special resolutions.
And take a look at our guide to shareholders for more background on shareholder duties and liabilities.
Shareholders can approve resolutions at a meeting, or they can do so in writing – which is often the most time-efficient method where you have a number of shareholders and they're based in lots of different places.
9. Written resolutions
Farillio has a number of templates that you can use for your directors to propose activities to your shareholders and for them to approve (or not) such proposals.
For example, you may want to use the following templates as a basis for your relevant proposed activities:
Directors send this to the shareholders. A majority of the shareholders, i.e. those representing over 50% total voting, must expressly vote in favour of what's proposed.
This records the shareholder approval. You do not have to complete this on every occasion – typically only where, by law, the resolution has to be filed at Companies House, as some resolutions require.
Again, the directors must send this to the shareholders. However for a special resolution to be approved by the shareholders, 75% or more of those eligible to vote must have expressly done so.
This records the shareholder decision. Special resolutions will need to be filed at Companies House, since they evidence the more weighty decisions being made about how the business is being run.
Any of the above resolutions templates can be modified for all sorts of activities where shareholder consent is needed.
Farillio also hosts some specific resolutions that are already tailored to suit particular circumstances. These include:
- proposed written special resolution to issue shares, remove restrictions and disapply pre-emption rights
You may need this where you already have shareholders and you're proposing to issue some more shares.
- agreed written special resolution to issue shares, remove restrictions and disapply pre-emption rights
Inactivity, or no response from a shareholder cannot imply consent to a proposed resolution.
Shareholders must take positive action to approve what's proposed, or they will be treated as not having voted in favour.
10. Forms or other documentation requiring filing with Companies House
A number of decisions taken by the directors – or indeed the shareholders – may require the completion of official forms that must be filed with Companies House, often within specified time frames.
We've identified these in the various relevant sections in this guide. And we do the same in other Farillio guides, when the need to file any of these forms crops up, so you shouldn't miss one when it's needed.
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