How directors make decisions.
WHAT A BOARD MEETING IS FOR
Directors exercising their powers collectively.
WHY IT MATTERS
Decisions requiring board approval are not valid without it.
WHAT REQUIRES BOARD APPROVAL
Typically: significant contracts, borrowing, banking arrangements, share allotments, appointments, dividends, calling shareholder meetings.
WHAT TO CHECK
The constitution, which sets out what requires what.
WHAT NOTICE IS REQUIRED
Per the constitution.
WHAT A QUORUM IS
The minimum number required for a valid meeting.
WHY IT MATTERS
Decisions taken without a quorum may be invalid.
WHAT TO RECORD IN MINUTES
Date, time and place Who attended What was considered What was decided Any declarations of interest Who abstained or withdrew
WHY MINUTES MATTER
They are evidence that decisions were properly taken.
WHAT THEY SHOULD NOT CONTAIN
A transcript of discussion.
WHAT THEY SHOULD CONTAIN
The decision, and enough context to show it was considered.
WHY THAT MATTERS
Minutes showing a decision was considered protect directors; minutes showing nothing do not.
WHAT TO DO WITH MINUTES
Approve them at the next meeting, and keep them.
WHAT ALTERNATIVES TO MEETINGS EXIST
Written resolutions, where the constitution permits.
WHAT THEY REQUIRE
Signature by the required directors, and recording.
WHAT TO ESTABLISH IN A SMALL COMPANY
That decisions are recorded even when there is one director.
WHY
The record is what demonstrates the company acted, not the individual.
