Board Meetings and Resolutions

Board meetings and resolutions

How often should a board of directors meet?

There is no specified legal requirement for how often the board of directors of a company should meet.

The Articles of Association or Shareholders Agreement may contain specific requirements regarding the regular holding of board meetings.

In the absence of specific requirements in the Articles of Association or Shareholders Agreement, a board of directors should hold regular meetings as necessary in order to properly manage the company’s business.

What is the process for holding board meetings?

The procedure for calling, holding and conducting meetings of directors will be specified in the Articles of Association.

The specified procedure may provide for:

• notice: a minimum period of notice to be given to each director
  notice contents: what the notice must include, including supporting papers
• quorum: the number of directors who need to be present in order for the meeting to be quorate:
  adjournment: how a meeting should be adjourned for lack of a quorum and notice and quorum requirements for the reconvened meeting
• chair: who should chair the meeting
• voting: how directors’ decisions are taken, whether or not the chair has as a second or casting vote

Can directors take decisions by written resolution?

Directors may take decisions by written resolution.  A written resolution will require all of the directors to approve written resolutions unless the Articles of Association provide for approval by a majority of directors.

Often a board resolution may be necessary to approve a particular contract.  The counter-party to the contract may request evidence, in the form of the minutes of a meeting of directors, that the contract has been approved.