Board Minutes of Meeting of Directors

The document titled 'Board Minutes of Meeting of Directors' is a record of the discussions and decisions made during a meeting of the company's directors. It serves as an important legal document that provides evidence of the proceedings and actions taken by the board. The document begins with the title 'Board Minutes of Meeting of Directors' followed by the company's account job and company registration number. The date, time, and place of the meeting are also mentioned.

 

The document includes a list of attendees, including the chairperson, directors, secretary, and other individuals present at the meeting. Apologies are also noted for any absentees. The chairperson acknowledges that due notice of the meeting has been given to all directors in accordance with the company's memorandum and articles of association. It is stated that a quorum was present, ensuring that the meeting was valid.

 

If the meeting was held using technology, it is mentioned that all directors had consented to this method and none had withdrawn their consent within a reasonable period before the meeting. Directors' interests are also addressed, with any directors declaring their interests in accordance with the company's memorandum and articles of association. The notice of interest is tabled, and it is stated that directors with a material personal interest in a matter were not present during its consideration and did not vote on related resolutions.

 

The purpose of the meeting is then outlined, with the chairman reporting that the company proposed a transaction. The meeting's objective is to approve certain documents to be sent to the company's shareholders to pass resolutions enabling the transaction. The directors' duties to promote the success of the company are mentioned, with particular regard to the relevant factors.

 

The document includes details of written resolutions, including a letter from the directors to the shareholders and accompanying forms of written resolution. These resolutions are effective under the Companies Law and include both ordinary and special resolutions. It is stated that a copy of the written resolutions will be sent to the company's auditors.

 

The approval of documents is then discussed, with a unanimous resolution to approve the documents and instruct the company secretary to send a copy of the resolutions and revised memorandum/articles of association to the auditors. The company secretary is also instructed to circulate the resolutions to all members for their assent.

 

The meeting is adjourned until after the written resolutions have been assented to by the requisite majority of the members. It is reported that the resolutions set out in the written resolutions have been duly passed. The document concludes with a resolution to forward a print of the resolutions and revise the relevant Companies House documentations to the Registrar of Companies. Finally, the chairman declares the meeting closed, and the document is signed by the chairperson and directors.

 

How to use this document?

To use the 'Board Minutes of Meeting of Directors' document effectively, follow these steps:

1. Review the document: Familiarize yourself with the content and structure of the document. Understand its purpose and importance in documenting the discussions and decisions made during a meeting of the company's directors.

2. Fill in the meeting details: Enter the date, time, and place of the meeting in the designated fields. Ensure accuracy and consistency with the actual meeting details.

3. List attendees: Insert the names and capacities of the chairperson, directors, secretary, and any other individuals present at the meeting. If there are any absentees, include their names under the 'Apologies' section.

4. Address notice and quorum: Confirm that due notice of the meeting has been given to all directors in accordance with the company's memorandum and articles of association. Verify that a quorum was present, ensuring the meeting's validity.

5. Handle technology usage (if applicable): If the meeting was held using technology, ensure that all directors had consented to this method and none had withdrawn their consent within a reasonable period before the meeting.

6. Declare directors' interests (if applicable): If any directors declared their interests in accordance with the company's memorandum and articles of association, include the details of their interests and confirm that they complied with the necessary procedures.

7. Understand the purpose of the meeting: Grasp the reason behind the meeting, which is usually to approve certain documents to be sent to the company's shareholders for passing resolutions related to a transaction. Consider the directors' duties to promote the success of the company and the relevant factors.

8. Familiarize yourself with the written resolutions: Study the written resolutions, including the letter from the directors to the shareholders and the accompanying forms of written resolution. Understand the distinction between ordinary and special resolutions.

9. Approve the documents: After careful consideration, ensure that the documents are approved unanimously. Instruct the company secretary to send a copy of the resolutions and revised memorandum/articles of association to the company's auditors.

10. Circulate the resolutions: Direct the company secretary to arrange for the circulation of the resolutions to all members so that the requisite majority can signify their assent.

11. Adjourn the meeting: Temporarily adjourn the meeting until the written resolutions have been assented to by the requisite majority of the members.

12. File the resolutions: Instruct the company secretary to arrange for the forwarding of a print of the resolutions and revise the relevant Companies House documentations to the Registrar of Companies.

13. Close the meeting: Once all necessary actions have been taken, declare the meeting closed. Ensure that the document is signed by the chairperson and directors as a correct record of the meeting.