Some Important Responsibilities/Obligations of Directors:
Directors are required to act honestly in the interest of the company
The directors’ fiduciary duties (the first being the duty to act with good faith) and to avoid situations where, without consent of the company, the director’s personal interests must not conflict their duty to act with good faith.
Any director having a contract with the company must consider if such a contract;
- gives rise to any conflict of interest between any director and the company?
- All registers must kept and maintained up to date?
- General offences
Failure to notify particulars of registered office
Register of Directors must be kept current
Register of Charges must be kept current
Register of Loans/Guarantee/Security must be kept current
Board Meeting Minute Book
General ( share Holders ) Meeting Minute Book
Must be maintained and kept at the registered office.
- Company name must be on business letterheads and other stationery
- Company name must be displayed outside registered office
- Insolvency offences must be avoided – incurring debts when the company is unable to pay-
- Company assets properly should be secured from loss, etc
- Consider whether the directors should have directors and officers insurance (e.g. against personal tort liability?
- Are key personnel: On service agreements?
Board meetings are convened in relation to matters relating to the daily management of the company.
- A quorum must be present for the duration of the meeting ;
- Normally Two members constitute a quorum unless the company constitution specifies otherwise more or less i.e. one for a one director company If the quorum is not present within 30 minutes of time specified in the notice, the meeting is adjourned.
- Directors may elect a chairperson
Must minutes be taken and kept?
- General Meeting Minutes Book (i.e. Annual General, Extraordinary General Meetings,
- Books of Accounts/Financial Statement
- Register of Directors Attendance at Board/Committee Meetings.
Some Responsibilities of Directors and Officers:
To be valid, directors/board meetings have to be properly convened, by notice usually by giving “reasonable” notice to each and every director is such manner as it will come to his or her notice and such that accords with the normally accepted notice by the board.
General meetings of members
General meetings include any meetings of shareholders, such as annual general meetings (‘AGMs’),.
General meetings usually cover matters outside of the scope of daily management, such as changes to the company name, status or capital structure, the constitution, approval of certain director benefits, removal and election of directors and auditors and director remuneration.
To be valid, general meetings have to be properly convened, constituted and conducted.
Who may call a meeting:
- Any director of any company may call a meeting.
- The directors must call the meeting within 21 days of the request being given to the company and the meeting is to be held within two months;
- Members with at least 5% of the votes that may be cast at a general meeting (s 249F);
- The court, if it is ‘impracticable’ to call the meeting any other way (s249G). The court may make the order on application by any director or member who would be entitled to vote. The courts require strong evidence of it being ‘impractical’ to call a meeting before they will intervene. Examples of what has been considered a sufficient reason include all the directors having been killed in an accident, insufficient shareholders to make a quorum or unruly behaviour at a previous meeting:
Notice of meeting:
How much notice must be given to all members and directors;
- The general rule is that at least 21 days notice must be given, although constitutions may specify longer. A shorter period can be specified for an AGM if all the members entitled to vote agree beforehand. A shorter period can be specified for any other general meeting if members with at least 95% of the votes agree beforehand. Notice shorter than 21 days is not allowed for a meeting where resolution to appoint or remove director or to remove auditor ;
- Meeting must be held at a reasonable time and place and should be held during normal business hours and at a place convenient for the greatest possible number of shareholders to attend.
- Two members, unless the company constitution specifies another quorum. This quorum must be present for the duration of the meeting;
- If the quorum is not present within 30 minutes of time in notice, the meeting is adjourned.
- Directors can elect a chair (s 249U);
Must Minutes be kept?
All companies must keep minutes for general meetings and be included in the minute book within one month of the meeting. The company secretary is responsible for minute taking and the chair is required to sign the minutes. Minute books must be kept at the company’s registered office or principal place of business.
What is the role of Chair in general meetings?
The chair has the power to preserve order, regulate the discussion, adjourn the meeting and also has powers in relations to voting procedures.