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directors powers

Re: directors powers

Postby atticus » Wed Nov 23, 2016 11:54 am

Consider your position. Is the company heading towards insolvency? Should you resign?

Make sure you understand the potential for personal liability.
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Re: directors powers

Postby jantra » Wed Nov 23, 2016 12:02 pm

atticus wrote:Consider your position. Is the company heading towards insolvency? Should you resign?


insolvency is unlikely although that depends on trade over the next four months. delaying taxes to the extent they have when the group has never done this previously (under my watch so to speak when I was FD) to undertake a project which benefits the directors in question more than any other shareholder...

we held a board meeting this am (after providing 7 days notice). the two directors did not attend leaving only two other directors. We formed a quorum and agreed to take control of the bank account back. Once of our first actions will be to assess the financial position and ensure the VAT is paid up to date. we are seeking advice on whether the board meeting minutes contravene the articles in any way...
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Re: directors powers

Postby jantra » Thu Nov 24, 2016 8:33 pm

update:

the 2 other directors have said they don't recognise the board meeting having taken place.

they were given 7 days notice to attend. both stated they couldn't attend the day before. the meeting proceeded on the basis a quorum existed as per the articles.


would there be any legal basis for declaring the meeting void? the general intention of the meeting was to overturn the actions taken a month go when the other 2 directors held a board meeting after forming a quorum of 2. (no notice was given of this meeting)
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Re: directors powers

Postby atticus » Thu Nov 24, 2016 8:53 pm

Aren't your solicitors advising? They can be told the full story, see all the documents etc.
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Re: directors powers

Postby jantra » Thu Nov 24, 2016 8:54 pm

they are. thats for tomorrow morning. this is a bit of whimsy for tonight
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Re: directors powers

Postby jantra » Thu Nov 24, 2016 9:14 pm

I should have added, sols already approved board minutes for distribution.
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