BLP (1)
Terms
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- When and how are board meetings called?
- Any director can call a board meeting on reasonable notice - Browne V La Trinidad
- What is the quroum at a board meeting? Inc authority?
- MA 11(2) - may be fixed, never less than 2
- How are decisions made at a board meeting?
- Decide on majority (MA 7), or unanimity (MA 8)
- What is the significance of having a chairman?
- Often a chairman will have a casting vote. However, you must check the articles
- If you're voting on a meeting at board level, what will it mean if one of the directors wants to abstain from voting?
- Not counted in quorum on that issue
- What must you be careful not to do if abstentions are taking place?
- Remember not to fall below quorum
- Difference between shareholders and directors
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Shareholder - owner
Director - manager - What is the quorum at the GM?
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s. 318(2) - quorum at GM = 2
s. 318(1) - quorum at GM = 1 (if co has only one shareholder) - How are decisions made at GM? Auth
- MA 42 - show of hands unless poll vote is demanded.
- What is the different between a show of hands and poll vote?
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Show of hands - each member has one vote.
Poll vote - 1 vote for each shareheld - Who can ask for a poll vote and when? Auth?
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MA 44(1) - before or at meeting (before or after SOH)
MA 44(2) - chairman, two directors, two members or any individual member with 10% of rights - What is a manager owned company?
- Small companies in which the managers of the company also own it.
- How can you appoint a director?
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MA 17(1)(b) - by BR; or
MA 7(1) - Pass shareholders resolution by unanimity or majority - A directors service contract for more than 2 years, not allowed unless approved by resolution of members - auth?
- s. 188(2)(a)
- Where a provision of the companies act requires a 'resolution' of the members without stipulting the kind of resolution required, an OR will be required unless the company's articles require a higher majority
- s. 281(3)
- What is required to pass an ordinary resolution? Auth?
- A simple majority (i.e. more than 50%) - s. 282(1))
- What is required for the purpose of changing a company's name?
- s. 77(1)(a) - SR of members
- What is required for the purpose of passing a SR?
- s. 283(3) - SR = not less than 75%
- What is important to note in relation to subsidiaries in a group?
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Separate liability
Separate management - Where can you find the legal definition of a subsidiary?
- s. 1159 CA 2006
- What is the key in determining whether a company is a subsidiary?
- Whether the actions of the company are controlled